Genco
Shipping & Trading Limited


Director
Restricted Stock Grant Agreement




THIS
AGREEMENT, made as of July 24, 2009, between GENCOSHIPPING
& TRADING LIMITED(the
“Company”) and ___________________ (the “Participant”).




WHEREAS,
the Company has adopted and maintains the GencoShipping
& Trading Limited 2005 Equity Incentive Plan (the “Plan”) to provide certain
key persons, on whose initiative and efforts the successful conduct of the
business of the Company depends, with incentives to: (a) enter into and remain
in the service of the Company, (b) acquire a proprietary interest in the success
of the Company, (c) maximize their performance and (d) enhance the long-term
performance of the Company;




WHEREAS,
the Plan provides that the Board of Directors of the Company (the “Board of
Directors”) shall administer the Plan and determine the key persons to whom
awards shall be granted and the amount and type of such awards; and




WHEREAS,
the Board of Directors has determined that the purposes of the Plan would be
furthered by granting the Participant an award under the Plan as set forth in
this Agreement;




NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:




1. Grant of Restricted
Stock.  Pursuant to, and subject to, the terms and conditions
set forth herein and in the Plan, the Board of Directors hereby grants to the
Participant 2,500 restricted shares (the “Restricted Stock”) of common stock of
the Company, par value $0.01 per share (“Common
Stock”).




2. Grant
Date.  The Grant Date of the Restricted Stock is July 24,
2009.




3. Incorporation of
Plan.  All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein.  If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the Board of
Directors, shall govern.  Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such terms in the
Plan.




4. Vesting.  Subject
to the further provisions of this Agreement, the Restricted Stock shall vest on
the earliest of (i) July 24, 2010, (ii) the date of the annual shareholders
meeting of the Company next following the date hereof (the “Annual Meeting
Date”) and (iii) the occurrence of a Change in Control, as defined in Section
3.8(a) of the Plan, as in effect on the date of such occurrence (each such date,
the “Vesting Date”).




5. Restrictions on
Transferability.  Until a share of Restricted Stock vests, the
Participant shall not transfer the Participant’s rights to such share of
Restricted Stock or to any rights related thereto.  Any attempt to
transfer unvested shares of Restricted Stock or any rights related thereto,
whether by transfer, pledge, hypothecation or otherwise and whether voluntary or



















6. Termination of
Service.




(a)           In
the event that the Participant’s Service with the Company terminates before the
Vesting Date for any reason other than the Participant’s death or disability (as
defined in the Plan), the Restricted Stock, together with any property received
in respect of such shares, as set forth in Section 9 hereof, shall be forfeited
as of the date such Service terminates, and the Participant promptly shall
return to the Company any certificates evidencing the Restricted Stock, together
with any cash dividends or other property received in respect of such
shares.  For purposes hereof, “Service” means a continuous time period
during which the Participant is at least one of the following:  an
employee or a director of, or a consultant to, the Company.




(b)           In
the event that the Participant’s Service with the Company terminates before the
Vesting Date for reason of the Participant’s death or disability (as defined in
the Plan), all shares of Restricted Stock shall become vested immediately prior
to such termination of Service.




7. Issuance of
Shares.




(a)           Reasonably
promptly after the Grant Date, the Company shall issue and deliver to the
Participant a stock certificate, registered in the name of the Participant,
evidencing the shares of Restricted Stock or shall instruct its transfer agent
to issue shares of Restricted Stock which shall be maintained in book entry form
on the books of the transfer agent.  Such certificate may bear the
following legend:




“THE
SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF
THE GENCOSHIPPING
& TRADING LIMITED2005 EQUITY
INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENCOSHIPPING
& TRADING LIMITEDAND THE
HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE.  NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT
SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED
BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE
SECRETARY OF GENCOSHIPPING
& TRADING LIMITED.”




If the
Restricted Stock is in book entry form, it shall be subject to electronic coding
or stop order indicating that such shares of Restricted Stock are restricted by
the terms of this Agreement and the Plan.  Such legend, electronic
coding or stop order shall not be removed until such shares of Restricted Stock
vest.




(b)           Reasonably
promptly after any such shares of Restricted Stock vest pursuant to Section 4
hereof, (i) in the case of certificated shares, in exchange for the surrender to
the Company of the certificates evidencing the Restricted Stock, delivered to
the Participant under Section 7(a) hereof, and the certificates evidencing any
other securities received in respect of such











2








shares,
if any, the Company shall issue and deliver to the Participant (or the
Participant’s legal representative, beneficiary or heir) a certificate
evidencing such shares of Restricted Stock and such other securities, free of
the legend provided in Section 7(a) hereof and (ii) in the case of book entry
shares, the Company shall cause to be lifted and removed any electronic coding
or stop order established pursuant to Section 7(a) hereof.




(c)           The
Company may require as a condition of the delivery of stock certificates or the
removal of any electronic coding or stop order, pursuant to Section 7(b) hereof,
that the Participant remit to the Company an amount sufficient in the opinion of
the Company to satisfy any federal, state and other governmental tax withholding
requirements related to the vesting of the applicable shares.  The
Board of Directors, in its sole discretion, may permit the Participant to
satisfy such obligation by delivering shares of Common Stock or by directing the
Company to withhold from delivery shares of Common Stock, in either case valued
at their Fair Market Value on the Vesting Date with fractional shares being
settled in cash.




(d)           The
Participant shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company by virtue of the grant of Restricted Stock, except to
the extent a stock certificate is issued therefor or an appropriate book entry
is made on the books of the transfer agent reflecting the issuance thereof
pursuant to Section 7(a) hereof, and then only from the date such certificate is
issued or such book entry is made.  Upon the issuance of a stock
certificate or the making of an appropriate book entry on the books of the
transfer agent, the Participant shall have the rights of a shareholder with
respect to the Restricted Stock, including the right to vote the shares, subject
to the restrictions on transferability and the forfeiture provisions, as set
forth in this Agreement.




8. Securities
Matters.  The Company shall be under no obligation to effect
the registration pursuant to the Securities Act of 1933, as amended (the “1933
Act”) of any interests in the Plan or any shares of Common Stock to be issued
thereunder or to effect similar compliance under any state laws.  The
Company shall not be obligated to cause to be issued any shares, whether by
means of stock certificates or appropriate book entries, unless and until the
Company is advised by its counsel that the issuance of such shares is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock are
traded.  The Board of Directors may require, as a condition of the
issuance of shares of Common Stock pursuant to the terms hereof, that the
recipient of such shares make such covenants, agreements and representations,
and that any certificates bear such legends and any book entries be subject to
such electronic coding, as the Board of Directors, in its sole discretion, deems
necessary or desirable.  The Participant specifically understands and
agrees that the shares of Common Stock, if and when issued, may be “restricted
securities,” as that term is defined in Rule 144 under the 1933 Act and,
accordingly, the Participant may be required to hold the shares indefinitely
unless they are registered under such Act or an exemption from such registration
is available.




9. Dividends,
etc.  Any cash dividends or other property (but not including
securities) received by a Participant with respect to a share of Restricted
Stock shall be returned to the Company in the event such share of Restricted
Stock is forfeited.  Any securities received by a Participant with
respect to a share of Restricted Stock as a result of any dividend,
recapitalization, merger, consolidation, combination, exchange of shares or
otherwise will not vest until such share of Restricted Stock vests and shall be
forfeited if such share of Restricted Stock is forfeited.  Unless
the










3











Board of
Directors otherwise determines, such securities shall bear the legend or be
subject to the electronic coding or stop order set forth in Section 7(a)
hereof.




10. Delays or
Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any party hereto upon any breach or default of any party
under this Agreement, shall impair any such right, power or remedy of such
party, nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
conditions of this Agreement, must be in a writing signed by such party and
shall be effective only to the extent specifically set forth in such
writing.




11. Right of Discharge
Preserved.  Nothing in this Agreement shall confer upon the
Participant the right to continue as a director of or in other service of the
Company, or affect any right which the Company may have to terminate such
service.




12. Integration.  This
Agreement contains the entire understanding of the parties with respect to its
subject matter.  There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth
herein.  This Agreement, including, without limitation, the Plan,
supersedes all prior agreements and understandings between the parties with
respect to its subject matter.




13. Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.




14. Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard to
the provisions governing conflict of laws.




15. Obligation to
Notify.  If the Participant makes the election permitted under
Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an
election to include in gross income in the year of transfer the amounts
specified in Section 83(b)), the Participant shall notify the Company of such
election within 10 days of filing notice of the election with the Internal
Revenue Service and shall within the same 10-day period remit to the Company an
amount sufficient in the opinion of the Company to satisfy any federal, state
and other governmental tax withholding requirements related to such inclusion in
Participant’s income. The Participant should consult with his or her tax advisor
to determine the tax consequences of acquiring the Restricted Stock and the
advantages and disadvantages of filing the Section 83(b)
election.  The Participant acknowledges that it is his or her sole
responsibility, and not the Company’s, to file a timely election under Section
83(b), even if the Participant requests the Company or its representatives to
make this filing on his or her behalf.




16. Reduction in
Benefits.  Unless the Participant and the Company agree
otherwise in writing, in the event that the Participant would incur an Excise
Tax on any payments or benefits under this Agreement as a result of a Change of
Control (or any other change described in Section 280G(b)(2) of the Code), the
Company shall reduce the payments or benefits to be paid to or











4








granted
to Participant hereunder to the greater of (i) the maximum amount payable to the
Participant without the imposition of any Excise Tax with respect to the
Restricted Stock and (ii) the amount that yields the Participant the greatest
after-tax amount of benefits under this Agreement after taking into account any
Excise Tax imposed on Participant, whether due to payments and benefits under
this Agreement or otherwise.  “Excise Tax” means the tax imposed by
Section 4999 of the Code and any successor tax.  The determination of
whether the Participants payments and benefits should be reduced and the amount
of any such reduction shall be made by independent counsel selected by the
Participant and reasonably acceptable to the Company (“Independent
Counsel”).  For purposes of such determination, (x) the total amount
of payments and benefits received by the Participant as a result of such Change
in Control (or such other change) shall be treated as “parachute payments”
within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute
payments” within the meaning of Section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax, except to the extent that, in the opinion of
Independent Counsel, a payment or benefit hereunder (in whole or in part) does
not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of
the Code and the Treasury Regulations under Section 280G of the Code (the
“Regulations”), or such “excess parachute payments” (in whole or in part) are
not subject to the Excise Tax; (y) the amount of the payments and benefits
hereunder that shall be treated as subject to the Excise Tax shall be equal to
the lesser of (A) the total amount of such payments and benefits or (B) the
amount of “excess parachute payments” within the meaning of Section 280G(b)(1)
of the Code (after applying clause (x) hereof); and (z) the value of any noncash
benefits or any deferred payment or benefit shall be determined by Independent
Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.  All fees and expenses of Independent Counsel shall be borne by
the Company.




17. Participant
Acknowledgment.  The Participant hereby acknowledges receipt of
a copy of the Plan.  The Participant hereby acknowledges that all
decisions, determinations and interpretations of the Board of Directors in
respect of the Plan, this Agreement and the Restricted Stock shall be final and
conclusive.




[Signature
page follows]











5







IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Participant has hereunto signed this
Agreement on his own behalf, thereby representing that he has carefully read and
understands this Agreement and the Plan as of the day and year first written
above.







GENCOSHIPPING
      & TRADING LIMITEDBy: _________________________________Name: John C.
      WobensmithTitle:   Chief
      Financial Officer_________________________________________