Exhibit 10.52EXECUTION COPY

INTERPOOL, INC.
211 College Road East
Princeton, N.J. 08540

| | August 10, 2004
| | ---------------

Mr. Raoul J. Witteveen
Surinamesttaat 37
2585 CH The Hague
The Netherlands

Dear Raoul:

This letter (the "Agreement") is written to confirm the terms of
your separation from Interpool, Inc. (the "Company").

1. Separation. You resigned from your positions as President, Chief Operating
Officer, Member of the Board of Directors of the Company, and any other
positions or offices you held with any subsidiary or affiliate of the Company,
effective October 9, 2003 (the "Separation Date"). You confirm that you vacated
your office at the Company promptly after the Separation Date. You further
confirm that you have returned all Company property, including, but not limited
to, any personal digital assistant, computer, or automobile; provided, however,
that any failure as a result of your inadvertence or mistake to return any item
of Company property shall not be deemed a breach of this Agreement, provided
that you return any such property promptly to the Company upon discovery.

2. Compensation and Benefits. (a) Other than as set forth in this Agreement, the
compensation and benefits that you received as part of your employment ceased as
of the Separation Date. You hereby acknowledge and agree that your employment
agreement with the Company, dated January 1, 1992 (the "Employment Agreement"),
was terminated as of the Separation Date and is of no further force or effect,
except as otherwise provided in Paragraph 4(b). The Employment Agreement is
replaced by this Agreement. You have been paid your compensation through the
Separation Date (subject to year-end adjustment that remains to be paid for
compensation paid in euros based upon an assumed conversion rate in order to
give effect to the actual conversion rate for 2003). Your group medical benefits
and life insurance ceased effective October 31, 2003, except as provided below.
Upon termination of your medical benefits and life insurance, as contemplated by
Paragraph 3(ii), (i) you may convert your life insurance to an individual policy
in accordance with the terms of such policy and (ii) you and any covered
dependents may continue group medical benefits at your and/or their expense as
provided by COBRA. In addition, you will receive benefit continuation
information in a separate letter.

(b) You will be
reimbursed for all 2002 and 2003 business, travel, and entertainment expenses
properly incurred during your employment in accordance with Company policy and
practice. You will submit such expenses for 2003 within sixty (60) days of your
execution of this Agreement, including appropriate documentation in accordance
with Company policy and practice.

(c) You shall be
paid for any accrued, unused vacation days, less applicable deductions, promptly
after your execution of this Agreement. You and the Company agree that you are
entitled to sixty-four (64) days of pay for accrued, unused vacation.

(d) You will receive
your vested account balance in the Company's 401(k) plan in accordance with the
terms of such plan and applicable law.

3. Consideration. Subject to this Agreement becoming effective when you execute
it and provided that you do not revoke this Agreement as provided in Paragraph
16 below, the Company will (i) pay your base salary for two years from the
Separation Date at your then current annual salary of $632,825 (less applicable
deductions), payable in forty-eight (48) equal bi-weekly installments of
$26,367.71 (less applicable deductions), commencing on the next regularly
scheduled pay date immediately following the Separation Date, (ii) continue your
and your dependents' medical benefits and your life, disability and accident
insurance through and including October 9, 2005 at no additional cost to you, to
the extent permitted by the applicable benefit plans, and to the extent your and
your dependents' medical benefits are provided through COBRA, in whole or in
part, will reimburse you for any expenses you incur for continuation of such
benefits under COBRA through and including October 9, 2005, or if your and your
dependents' eligibility for medical benefits continuation under COBRA expires
prior to October 9, 2005, will obtain substantially equivalent alternative
medical benefits for you and your dependents through and including October 9,
2005, (iii) upon presentation of appropriate documentation, reimburse you for
all costs of medical, dental and other health-related services or care,
including prescription medication and hospital expenses, incurred by you on
behalf of yourself and/or your dependents from the Separation Date through and
including October 9, 2005, which costs and expenses shall not have been advanced
or reimbursed pursuant to any medical and dental insurance plans, (iv) provide
to you an automobile allowance of $2,000 per month for the twelve (12) month
period through and including October 9, 2004, to be used to pay expenses
associated with the lease, purchase, maintenance and insurance of an automobile,
(v) reimburse you for the cost of maintaining an office and administrative
expenses associated with hiring an assistant to perform job duties on your
personal behalf other than at the Company's premises through and including
October 9, 2004, not to exceed $10,000 per month; provided, however, that if you
die prior to all installments having been made under this Paragraph 3, your
beneficiary or estate shall receive the balance of any remaining installments
payable under clauses (i), (ii), (iii) or (iv) of this Paragraph at the time
such payments would have been made to you but for your death and your
beneficiary or estate shall receive the next installment payable under clause
(v) of this Paragraph at the time such payment would have been made to you but
for your death and no further installments under such clause (v).

In addition, you
acknowledge that you have begun to receive the payments and benefits described
above in this Paragraph 3 and that any such payments and benefits have been made
by the Company pursuant to this Agreement and shall be counted towards your
total entitlement to payments and benefits under this Agreement. You further
acknowledge and agree that, in the event that this Agreement does not become
effective for any reason, including due to your exercise of your right to revoke
this Agreement as described in Paragraph 16, you will return all such payments
and benefits to the Company.

The parties hereto
acknowledge and agree that the Company may offset any payments to you otherwise
due under this Agreement in an amount equal to (A) the amount of any income
taxes owing (but not related FICA and FUTA taxes, interest, penalties or
additions to tax), including withholding of income taxes, in respect of payments
made to you by the Company on or prior to the Separation Date, as may reasonably
be determined by the Company and which are remitted to the appropriate taxing
authority, minus (B) the amounts withheld by the Company (or its affiliates) for
any income, wage or similar taxes in the Kingdom of the Netherlands in respect
of payments made to you by the Company in the year 2003 on or prior to the
Separation Date (converting such withheld amounts to the U.S. dollar using the
2003 average rate of exchange for the relevant currency, as published by the
U.S. Federal Reserve in Release G.5A (405) (January 5, 2004)). You shall use
reasonably diligent efforts to utilize the amounts withheld by the Company (or
its affiliate) in the Kingdom of the Netherlands in respect of payments to you
in 2003 on or prior to the Separation Date as a credit against your Netherlands
and United States taxes for 2003, and to obtain a refund of those withheld
amounts which cannot be so applied as a credit against taxes. To the extent you
recover any such amounts (or a portion thereof) (i) from the Kingdom of the
Netherlands as a refund, or (ii) as a credit against Netherlands taxes and you
receive credit for such Netherlands taxes (or any portion thereof) against your
United States income taxes, you agree to pay over such amounts to the Company.
If such amounts are not paid over to the Company by you, the parties agree that
the Company can offset such amounts against amounts owing to you under this
Agreement. You will present to the Company evidence demonstrating, to the
reasonable satisfaction of the Company, your application of reasonably diligent
efforts to obtain the credits and refunds, as described above, as well as the
results of such efforts. If the Company determines that you have failed to use
reasonably diligent efforts to obtain the credits or refunds, as described
above, or to provide reasonably satisfactory evidence of such efforts or the
outcome of such efforts, the Company can offset amounts owing to you under this
Agreement by an amount which together with any amounts paid by you to the
Company under this paragraph equals the taxes withheld by the Company (or its
affiliate) in the Netherlands in respect of payments to you in 2003 on or prior
to the Separation Date. In the event that you are required to take any action,
other than the filing of your required returns, in order to recover (through
refund or credit) any portion of the taxes withheld by the Company (or its
affiliate) in the Netherlands in respect of payments to you in 2003 on or prior
to the Separation Date, the Company shall reimburse you for the reasonable cost
(including legal and accounting fees) of any such action.

The parties agree that,
except as provided in the previous paragraph:  (1) the payments to you
under Paragraph 3 of this Agreement will not be subject to U.S. federal income tax withholding
provided you deliver to the Company a duly completed and executed W-8BEN
(including the checking of boxes 9a and 9b in Part II of that form) or W-9, or
successor forms thereto, establishing that no such withholding is required, and
further provided that you agree to update such documentation as necessary; and
(2) in no event shall the Company seek to offset, under the previous paragraph,
the total payments to be made to you under this Agreement by more than $220,000.

4. Release. (a) In exchange for the payments and benefits set forth in
Paragraph 3, you and your heirs, legal representatives, and assigns, hereby
voluntarily and knowingly release and forever discharge the Company and
affiliated companies, their respective subsidiaries, divisions, affiliates and
branches, and their respective predecessors, successors and assigns and their
respective present, former, and future officers, directors, shareholders,
parents, owners, agents, attorneys, and/or employees, in both their individual
and representative capacities (collectively, the "Released Parties"), from all
actions, claims, demands, causes of action, obligations, damages, liabilities,
expenses and controversies of any nature and description whatsoever ("Claims"),
relating in any way to the Company, whether directly or indirectly, including,
without limitation, Claims arising out of, relating to or based upon (i) your
employment with the Company or the cessation of your employment, (ii) your
Employment Agreement, dated January 1, 1992, (iii) your former position as an
officer or director of the Company or any other entity or (iv) any business
operations of the Company, up to the date you sign this Agreement, whether or
not now known, suspected or claimed, which you had, have, or may have, against
the Released Parties, including, but not limited to, all Claims arising out of,
relating to or based upon, (a) statements, acts or omissions by the Company,
Released Parties or their respective representatives, (b) express or implied
agreements between you, on the one hand, and the Company and/or Released
Parties, on the other hand, including, without limitation, your Employment
Agreement, dated January 1, 1992, (c) any federal, state or local fair
employment practices or civil rights law including, but not limited to, Title
VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, the Family and Medical Leave Act, the Americans with
Disabilities Act and the Employee Retirement Income Security Act of 1974, which
prohibit discrimination on such bases as race, color, religion, creed, national
origin, family and/or medical leave, citizenship, sex/gender, sexual
orientation, marital status, age, disability, genetic predisposition or carrier
status or uniformed service, (d) any claim concerning the Company's right to
terminate your employment, including any claim under common law, public policy
or breach of contract or tort, including, without limitation, for emotional
distress, libel, slander, defamation, fraud, wrongful discharge, or (e) wages,
commission, bonuses, accrued vacation pay, employee benefits, expenses,
allowances and any other payment or compensation of any kind whatsoever;
provided, however, the foregoing release shall not (A) prevent you
from bringing an action seeking compliance with this Agreement; (B) release any
claims for vested benefits under any applicable Company benefit plan; or (C)
prevent you from asserting any right to indemnification under this Agreement,
the provisions of the Delaware General Corporation Law, or the Company's
Certificate of Incorporation or Bylaws.

(b) Notwithstanding the foregoing, in the event that the Company, or any of the
Released Parties, shall assert any Claim against you, whether in court,
arbitration, or otherwise (except for (x) any action to enforce this Agreement
or any undertaking made pursuant to paragraph 12, (y) any derivative claim
brought on behalf of the Company by shareholders who are neither current,
former, or future directors or officers of the Company or any of its
subsidiaries or affiliates, or (z) any action seeking disgorgement of bonuses
paid to you pursuant to Section 304 of the Sarbanes-Oxley Act of 2002), you
shall be entitled to assert as a counterclaim in such proceeding, or as a claim
in any other forum, any claim for breach of your Employment Agreement, in which
case nothing in this release or this Agreement shall operate to bar you from
recovering on such claim and your employment shall be treated as if the Company
expressly terminated your employment, notwithstanding your resignation. In the
event that you obtain a judgment against the Company in connection with any such
claim, any amounts already paid to you by the Company under this Agreement shall
be offset against the amount of such judgment.

5. Stock Options and Restricted Stock Awards. Notwithstanding any contrary
provision of the Company's Stock Option Plan or its Deferred Bonus Plan, (i)
each outstanding stock option previously granted to you by the Company (A) to
the extent not already vested prior to the Separation Date, shall be forfeited
by you as of the Separation Date and (B) to the extent already vested and
exercisable as of the Separation Date, shall remain exercisable (to the extent
not previously exercised), until the earlier of (x) October 9, 2005 and (y) the
scheduled expiration date for such option that would have applied if your
employment had not ceased pursuant to this Agreement, and (ii) each outstanding
restricted stock award previously granted to you by the Company (A) to the
extent not already vested prior to the Separation Date, shall be forfeited by
you as of the Separation Date and (B) to the extent already vested and
unrestricted as of the Separation Date, shall be retained by you. Until the date
on which the Company files its Annual Report on Form 10-K for the fiscal year of
the Company ended December 31, 2002, you shall continue to be subject to all
trading restrictions in Company securities that generally apply (if any) to the
Company's senior management and directors, as if your employment had not ceased.
Attached hereto as Annex A is a list of the outstanding vested stock options
exercisable by you as of the Separation Date and the outstanding restricted
stock awards previously granted to you that had vested (and therefore were not
forfeited) as of the Separation Date.

In
addition, before selling or otherwise transferring any shares of the Company's
Common Stock beneficially owned by you during the period from the Separation
Date through October 9, 2005 (including but not limited to any shares the
beneficial ownership of which is attributed to you under the rules of the
Securities and Exchange Commission and any shares that were acquired or may be
acquired by you upon the exercise of stock options or pursuant to the Company's
deferred bonus plan), (x) you shall notify the Company of any intention to sell
publicly any such shares and shall afford the Company a ten-day period during
which the Company (or, to the extent the Company declines such option, one or
more of its affiliates) may elect to purchase all or any portion of such shares
at a price equal to the average of the Closing Prices of the Common Stock on the
day you notify the Company of your intention to sell, the day the Company
notifies you of its election to purchase such shares, and all intervening days,
provided, however, that if the Company elects to purchase any such
shares, you shall have no obligation to actually sell any shares if the average
price calculated as described above is more than 7.5% below the Closing Price on
the date you gave notice to the Company, and the Company (or its affiliate)
shall have 14 days from the day you notified them of your intention to sell to
complete the purchase, (y) in the event of any private sale of such shares or
any transfer of such shares without consideration (for example, by gift), you
shall obtain the transferee's written agreement to comply with the terms of
this sentence with respect to any proposed future sale or transfer of such
shares by such transferee, and (z) during the period from the date hereof
through October 9, 2005, you shall not sell shares of the Company's common
stock or other Company securities in public markets transactions in amounts
greater than the volume limits that would have applied if you had continued to
be subject to Paragraph (e)(1) of Rule 144 under the Securities Act throughout
such period.

"Closing Price"
on any date means (1) if the stock is listed or admitted to trade on a national
securities exchange, the closing price of the stock on the Composite Tape, as
published in the Eastern Edition of The Wall Street Journal, of the principal
national securities exchange on which the stock is so listed or admitted to
trade, on such date, or, if there is no trading of the stock on such date (or if
the market has not closed at the applicable time), then the closing price of the
stock as quoted on such Composite Tape on the next preceding date on which there
was trading in such shares; (2) if the stock is not listed or admitted to trade
on a national securities exchange, the last price for the stock on such date, as
furnished by the National Association of Securities Dealers, Inc.
("NASD") through the NASDAQ National Market Reporting System or a
similar organization if the NASD is no longer reporting such information; or (3)
if the stock is not listed or admitted to trade on a national securities
exchange and is not reported on the National Market Reporting System, the mean
between the bid and asked price for the stock on such date, as furnished by the
NASD or a similar organization.

6. Confidentiality. You covenant and agree that (i) you will not knowingly
divulge any material or confidential proprietary matters of the Company which
are not otherwise in the public domain, including, without limitation, financial
records, trade secrets, business plans, pricing policies, and customer lists,
except as required in the course of performing duties under this Agreement or as
required by law, regulation or judicial or other legal process, and except as
may be requested by any governmental authority in connection with any
investigation or proceeding described in paragraph 9(a), for a period up through
and including October 9, 2008, and (ii) you will promptly deliver to the
Company, at the Company's expense, all memoranda, notes, records, reports and
other documents, and all copies thereof, relating to the business of the Company
which you obtained while employed by, or otherwise serving or acting on behalf
of the Company, which you may now possess or have under your control; provided,
however, that any failure as a result of inadvertence or mistake to deliver such
documents to the Company shall not be deemed a breach of this Agreement,
provided that you return any such documents promptly to the Company upon
discovery.

7. Non-Competition. You agree that, for a period of two years from the
Separation Date, you, alone or together with any person, firm, partnership,
corporation or other entity whatsoever, except any subsidiary or affiliates of
the Company, shall not:

(a) Directly or
indirectly, engage in, or become or be interested in or associated with any
Competing Business, whether as an officer, director, stockholder, partner,
proprietor, associate, employee, representative, landlord, sublandlord, public
relations or advertising representative, or management consultant;

(b) Directly or
indirectly, induce or attempt to influence any person or business entity who was
a customer or supplier of the Company during any portion of your employment to
transact business with a Competing Business; or

(c) Directly or
indirectly, (i) induce or attempt to influence any employee of the Company to
leave his or her employ, (ii) aid or agree to aid any customer or supplier of
the Company, or any Competing Business, in any attempt to hire any person who
shall have been employed by the Company within the 365 day period next preceding
such requested aid, or (iii) without the prior written consent of the Company,
participate in planning for, or accept any employment or association with, any
company which then employs more than two former employees of the Company within
the 365 day period next preceding the termination of such employees' employment
with Company;

Provided,
however, that you may own, as an investor, securities of any corporation
listed on a national securities exchange or regularly traded in the
over-the-counter market.

Competing Business.
For purposes of this Paragraph 7, the term "Competing Business" shall
mean any individual, business, firm, company, partnership, joint venture,
limited liability company, organization or other entity engaged in the business
of leasing cargo containers and/or container chassis.

8. Non-Disparagement. You shall not at any time engage in any form of conduct,
or make statements or representations, that disparage or otherwise impair the
commercial reputation, goodwill or interests of the Company or Released Parties.

The Board and the officers
of the Company shall not at any time engage in any form of conduct, or make
statements or representations that disparage or otherwise impair your commercial
reputation, goodwill or interests.

Nothing in this Paragraph 8
is intended to prevent (i) you or the Company (including the Board and the
officers of the Company) from making statements or providing information
reasonably and in good faith believed to be truthful or accurate when required
by order of a court or other body having jurisdiction, or as otherwise may be
required by law or legal process or regulations of any government agency
(including the Securities and Exchange Commission), (ii) you or the Company from
making any statement reasonably believed in good faith to be truthful and
accurate, including, in the course of responding to inquiries from the media,
lenders, investors, market analysts, rating agencies or other similar parties,
or (iii) you from making any statement reasonably and in good faith believed to
be truthful and accurate to prospective employers or clients. It shall not
violate this Paragraph 8 for you or the Company (including the Board and the
officers of the Company) to, in good faith, repeat statements made by other
persons.

You acknowledge that on
October 10, 2003, the Company issued a press release and held an investor
conference call relating, among other things, to your separation from
employment, and you confirm that no statements by the Company in such press
release or during such investor conference call were contrary to the terms of
this Paragraph 8.

9. Cooperation. (a) You agree, upon reasonable notice under the circumstances,
to cooperate with the Company and the Audit Committee of its Board of Directors
("Audit Committee") and their respective legal counsel on any matters relating
to the conduct of any litigation, claim, suit, investigation or proceeding
(collectively, a "Proceeding") involving the Company which relates to (i) the
current investigation being conducted by the Audit Committee and the
investigation being conducted by the Securities and Exchange Commission, (ii)
any current or future investigation conducted by the Audit Committee or any
federal, state or local governmental agency or regulatory organization or entity
having jurisdiction over the Company, (iii) any litigation, arbitration, hearing
or other proceeding instituted against the Company by any such federal, state or
local governmental agency or regulatory organization or entity having
jurisdiction over the Company, and (iv) any claim brought by shareholders of the
Company or any of its parents, subsidiaries or affiliates; provided, however,
that for purposes of this Paragraph 9(a), the term "Proceeding" does not include
investigations or litigation by the EEOC, Department of Labor, OSHA, or an
equivalent governmental or regulatory organization, or any Proceeding that does
not involve facts or circumstances occurring during your employment with the
Company. Subject to the receipt of appropriate documentation and itemization to
the Company's reasonable satisfaction, the Company agrees to reimburse all
travel and out-of-pocket expenses actually, necessarily and reasonably incurred
by you in connection with the activities described in this Paragraph; provided,
however, that the Company shall not reimburse any attorney's fees, except to the
extent you are entitled to indemnification for such attorney's fees under
Paragraph 12 of this Agreement, the Delaware General Corporation Law, or the
Company's Certificate of Incorporation or By-laws.

(b) You further
agree, upon reasonable notice under the circumstances, for up to 10 hours per
month for a period up through and including October 9, 2008 (except during a
trial of any litigation, where more time may be required), to cooperate with the
Company and its legal counsel on any matters relating to the conduct of any
Proceeding involving the Company (other than Proceedings described in the
preceding Paragraph (a)) in connection with any facts or circumstances occurring
during your employment with the Company in which the Company reasonably
determines that your cooperation is necessary or appropriate. Other than the Cho
Yang litigation, the Company is currently unaware of any other Proceeding which
may require your cooperation under this Paragraph 9(b). Subject to the receipt
of appropriate documentation and itemization to the Company's reasonable
satisfaction, the Company agrees to reimburse all travel and out-of-pocket
expenses actually, necessarily and reasonably incurred by you in connection with
the activities described in this Paragraph; provided, however, that the Company
shall not reimburse any attorney's fees, except to the extent you are entitled
to indemnification for such attorney's fees under Paragraph 12 of this
Agreement, the Delaware General Corporation Law, or the Company's Certificate of
Incorporation or By-laws.

10. Breach; Remedies; Opportunity to Cure. In the event that you shall breach or
threaten to breach Paragraphs 6, 7, 8 or 9 of this Agreement, then the Company
shall have no adequate remedy at law and shall be able to enforce such
paragraphs by seeking an injunction (without posting a bond) and such other
relief as may be deemed just and proper; provided, however, the parties
expressly acknowledge that their respective rights, duties and obligations under
this Agreement are cumulative and that the Company taking any of the actions set
forth in this Paragraph shall not abrogate, diminish or otherwise impact the
validity or enforceability of the release set forth in Paragraph 4.

In the event that
you or the Company shall breach this Agreement or threaten to breach this
Agreement, other than Paragraphs 6, 7, 8 or 9(a) hereof, the other party shall
provide the breaching party with notice of the breach and shall afford the
breaching party a ten (10) day period to cure the breach, and if such breach is
not cured, the other party shall then have the right to bring an action for
breach of this Agreement. In the event that you or the Company, acting in good
faith, breach or threaten to breach Paragraph 7 or 8 of this Agreement and such
breach or threatened breach does not materially harm the other party, the other
party shall provide the breaching party with notice of the breach and shall
afford the breaching party a ten (10) day period to cure the breach, and if such
breach is not cured, the other party shall then have the right to bring an
action for breach of Paragraph 7 or 8 of this Agreement; provided,
however, that after the first breach of Paragraph 7 or 8 of this
Agreement and opportunity to cure such breach, the other party shall have no
further obligation to provide the breaching party with notice and an opportunity
to cure any subsequent breaches by the breaching party of Paragraph 7 or 8 of
this Agreement.

11. Miscellaneous. This Agreement sets forth the entire agreement between the
Company and you concerning its subject matter and supersedes any such prior
agreement or understanding. This Agreement may only be modified by a writing
signed by both parties. The provisions of this Agreement are severable and if
any part of it is found to be unenforceable, the other parts shall remain valid
and enforceable. Except as otherwise provided herein, no waiver by either party
hereto of a breach by the other party of any condition or provision of the
Agreement to be performed by the other party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same time or at any other
time.

12. Indemnification. To the fullest extent permitted by Delaware General
Corporation Law and the Company's Certificate of Incorporation and By-laws (as
any of the same exists or may hereafter be amended), the Company shall indemnify
you for all amounts incurred, payable or paid by you in connection with or
relating to any action or Proceeding, including, but not limited to, any
investigations or inquiries by or on behalf of the Audit Committee of the
Company's Board of Directors or any governmental, regulatory or other person or
entity, arising out of or related to your performance of services for or on
behalf of, or serving as a Director or Officer or employee of, the Company or
any of its affiliated entities, and any other Proceeding referred to in
Paragraphs 9(a) and 9(b) (all hereinafter collectively referred to as the
"Proceeding" for purposes of this Paragraph 12), provided that the Company's
Board of Directors determines pursuant to Section 145(d) of the Delaware General
Corporation Law that such indemnification is proper in the circumstances because
you met the applicable standard of conduct set forth in such Section 145 or such
indemnification is ordered by a court. The Company shall advance to you all
reasonable costs and expenses incurred, including attorney's fees, payable or
paid by you in connection with any Proceeding within 30 days after receipt by
the Company of a written request from you for such advance until it shall
ultimately be decided that you are not entitled to indemnification from the
Company; provided, however, that the Company shall not advance such costs and
expenses in connection with any Proceeding instituted against you by or on
behalf of the Company, except (x) to the extent a court of authorized
jurisdiction makes a final determination that you are entitled to
indemnification with respect to such Proceeding or (y) in the case of a
derivative action brought on behalf of the Company by shareholders who are
neither current, former or future directors or officers of the Company or any of
its subsidiaries or affiliates, if the Company's Board of Directors determines
pursuant to Section 145(d) of the Delaware General Corporation Law that such
advancement of expenses is proper in the circumstances because you met the
applicable standard or conduct set forth in such Section 145. Your request for
advancement of costs and expenses shall include an undertaking by you to timely
repay the amount of such advancements if it shall ultimately be determined that
you are not entitled to be indemnified against such costs and expenses. In
addition to and without waiving any other rights or remedies you may have under
this Agreement, the provisions of the Delaware General Corporation Law or the
Company's Certificate of Incorporation and Bylaws, in connection with any
determination as to whether you are entitled to indemnification, if the Company
notifies you that it has determined that you are not entitled to indemnification
under this Paragraph 12 and the provisions of the Delaware General Corporation
Law and the Company's Certificate of Incorporation and Bylaws, you may request
that the Company promptly submit such issue to be resolved by independent legal
counsel (who shall not have performed services for the Company) ("Independent
Counsel"). Such Independent Counsel shall be selected by the Company, subject to
your approval, which shall not be unreasonably withheld.

13. Legal Fees. The Company shall pay directly or reimburse you for reasonable
legal fees and expenses of your counsel, O'Melveny & Myers LLP, incurred in
connection with the negotiation and preparation of this Agreement.

14. Choice of Law; No Jury. This Agreement shall be governed and construed in
accordance with the laws of the State of New York and all disputes arising out
of or relating to this Agreement or its breach shall be resolved in the courts
located within the State of New York, New York County and you and the Company
hereby submit exclusively to the jurisdiction and venue of those New York
courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE ARISING
OUT OF THIS AGREEMENT.

15. Notices. Any notice required or desired to be given under this Agreement
shall be delivered via an established and reputable overnight courier, postage
prepaid, and shall be considered effective upon deposit of such notice with such
courier.

| | If such notice is to the Company, then to:
Interpool, Inc.
211 College Road East
Princeton, NJ 08540
Attention: Chief Executive Officer
with a copy to counsel, to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Attention: Jeffrey S. Lowenthal, Esq.
If such notice is to you, then to:
Raoul J. Witteveen
Surinamesttaat 37
2585 CH The Hague
The Netherlands
with a copy to counsel, to:
O'Melveny & Myers LLP
153 East 53rd Street
Citigroup Center
New York, NY 10022
Attention: Andrew J. Geist, Esq.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16. Acknowledgement. You acknowledge that:

| |  | you have read this Agreement in its entirety and understand all of its terms,
including that it constitutes a complete release of all claims against the
Company and a special release of claims against Released Parties, except as
expressly provided herein;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | you have been advised, in writing, to review this Agreement with an attorney
before signing it and, in fact have done so with your attorney;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------

| |  | you have been given at least twenty-one (21) days within which to review and
consider this Agreement, including with an attorney, before signing it and to
the extent that you execute this Agreement before the expiration of the
twenty-one (21) day period, you do so knowingly and voluntarily and only after
consulting your attorney;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | this Agreement shall not become effective until the 8th day after you sign it
and you may at any time before the effective date revoke this Agreement by hand
delivering or sending via overnight mail a written notice of revocation to the
Company at: Interpool, Inc., 211 College Road East, Princeton, New Jersey 08540,
Attention: Chief Executive Officer;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | you received good and valuable consideration in exchange for entering into this Agreement;
| | - | ------------------------------------------------------------------------------------------

| |  | nothing in this Agreement shall constitute an admission or be used as evidence
of any liability or wrongdoing whatsoever by either party;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | the headings used in the Agreement are intended solely for convenience of
reference and shall not be used to amplify, limit, modify (or otherwise be used
in the interpretation of) the terms of this Agreement; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | you knowingly and voluntarily agree to all the terms and conditions in this Agreement.
| | - | --------------------------------------------------------------------------------------

17. By entering into this Agreement, you acknowledge that you are not and shall
not be entitled to any payments, benefits or other obligations from the Company
and/or Released Parties whatsoever (except as expressly set forth herein)

INTERPOOL INC.
By:_____________________
       Name:
       Title:
Voluntarily Agreed to and Accepted
this ____ day of  __________, 2003

Raoul J. Witteveen

ANNEX A

Stock Options and Restricted Stock Awards

| |  | 1,140,000 shares are subject to vested stock options.
| | - | -----------------------------------------------------

| |  | No shares are subject to
stock awards under the deferred bonus plan that have vested.
| | - | -------------------------------------------------------------------------------------