Exhibit 10(iii)(a)


 


OSG
SHIP MANAGEMENT, INC.

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN


 


The purpose of
this OSG Ship Management, Inc. Supplemental Executive Savings Plan is to
supplement benefits under the Overseas Ship Management, Inc. Savings Plan
with regard to the limitations of Code Section 401(a)(17) and Code Section 415.  The Plan shall be comprised of four (4) separate
plans which are intended to provide deferred compensation to a select group of
management or highly compensated employees of the Company and the Adopting
Employers.  Plan A is intended to
supplement benefits payable under the Savings Plan that are subject to the
limitations of Code Section 415 and be an excess benefit plan within the
meaning of Section 3(36) of ERISA. 
Plan B is intended to supplement benefits under the Savings Plan with
regard to the limitations of Code Section 401(a)(17).  Plan C is intended to be the successor to the
Overseas Shipholding Group, Inc. Basic Supplemental Executive Retirement
Plan (the “Basic SERP”) solely with respect to current Employees.  Plan D is intended to be the successor to the
Overseas Shipholding Group, Inc. Supplemental Executive Retirement Plan
Plus (the “SERP Plus”) solely with respect to current Employees.  The actuarial equivalent lump sum value of
the supplemental benefit of each Employee who was a participant in the Basic
SERP shall be credited to the Supplemental Account of each such Employee in
Plan C hereunder and the actuarial equivalent lump sum value of the
supplemental benefit of each participant in the SERP Plus shall be credited to
the Supplemental Account of each such Employee in Plan D hereunder.  Plans A, B and C are intended to provide for “retirement
income” as that term is defined under 4 U.S.C. Section 114(b)(1)(I)(ii) (also
known as the Source Tax Law).


 


1.                                       Definitions.  For purposes of this Plan, the following
definitions apply:


 


(a)                                  “Active Participant” means a Participant who
is currently having book entry contributions made to one of his Supplemental
Accounts hereunder.


 


(b)                                 “Adopting Employer” means the Company and
any Affiliate that has with the approval of the Company adopted and
participates in the Savings Plan, as a participating employer.


 


(c)                                  “Affiliate” means any entity affiliated with
the Company within the meaning of Section 414(b) of the Code with
respect to members of the controlled group of corporations, Section 414(c) of
the Code with respect to trades or businesses under common control with the
Company, Section 414(m) of the Code with respect to affiliated service
groups and any other entity required to be aggregated with the Company under Section 414(o) of
the Code, except for the purposes of applying the provisions hereof with
respect to the limitations on benefits, Section 415(h) of the Code
shall apply.  No entity shall be treated
as an Affiliate for any period during which it is not part of the controlled
group, under common control or otherwise required to be aggregated under Section 414
of the Code, except as may otherwise be determined by the Board and set forth
in resolutions of the Board.


 

















 


(d)                                 “Basic SERP” means the Overseas Shipholding
Group, Inc. Basic Supplemental Executive Retirement Plan, as amended from
time to time, a supplemental plan with respect to Pension Plan for Employees of
OSG Ship Management, Inc. (which was terminated effective as of December 31,
2005).


 


(e)                                  “Beneficiary” means, unless otherwise
specified by the Participant in a written election filed with the Committee
upon such form and in such manner as specified by the Committee, the person or
persons (if any) effectively designated by the Participant under the Savings
Plan (or otherwise determined under the terms of the Savings Plan if no such
designation is made) to receive his benefits under the Savings Plan in the
event of the Participant’s death.


 


(f)                                    “Board” means the Board of Directors of the
Company.


 


(g)                                 “Code” means the Internal Revenue Code of
1986, as amended.


 


(h)                                 “Committee” means the Committee of at least
two (2) individuals appointed by the Board for purposes of administering
the Plan, or any successor committee.  If
a Participant serves on the Committee, such Participant shall not be authorized
to make any determinations or decisions with respect to his participation
hereunder or with respect to payment of Supplemental Benefits to such
Participant hereunder.


 


(i)                                     “Company” means OSG Ship Management, Inc.,
a Delaware corporation and any successor by merger, consolidation, purchase or
otherwise.


 


(j)                                     “Compensation” means except as specifically
set forth below, all cash compensation for services paid by an Employer to a
Participant that is to be included on the Participant’s W-2 for such year
including salary, bonuses, commissions and overtime pay.  Compensation shall also include contributions
made by an Employer on behalf of a Participant pursuant to a salary reduction
agreement between an Employer and a Participant under Code Sections 125,
132(f), 401(k) and 414(v), without regard to the limitation on
compensation of Two Hundred and Ten Thousand Dollars ($210,000), as adjusted
for cost of living adjustments, under Section 401(a)(17) of the Code.
Compensation shall exclude:  (1) all
noncash compensation and any contributions by the Employer to, or benefits paid
under, this Plan or any other pension, profit-sharing, fringe benefit, group
insurance (including, without limitation, life insurance or health insurance)
or other employee welfare plan (including, without limitation, severance or
disability) or any deferred compensation arrangement (other than any salary
reductions under Code Sections 125, 132(f) and 401(k)); (2) amounts
paid under any relocation plan of the Employer; (3) income on the exercise
of a nonstatutory stock option or any other type of stock award; (4) income
on the disqualifying disposition of shares of stock acquired under any stock
option plan or stock purchase plan of the Employer or any other type of stock
award; (5) all items of imputed income; (6) amounts paid pursuant to
any long term compensation plan 


 


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maintained by the Employer; (7) cash
prizes and awards; (8) automobile allowances; (9) meal allowances;
and (10) travel expenses and allowances.


 


(k)                                  “Disability” means a Participant’s inability
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months.


 


(l)                                     “Earnings” means, for any Supplemental Plan
Year, earnings on amounts in the Supplemental Accounts computed in accordance
with Section 4 hereof.


 


(m)                               “Effective Date” means January 1, 2006.


 


(n)                                 “Eligible Employee” means (1) for
purposes of Plan A, an Employee whose total Employer and Employee contributions
made under the Savings Plan during a Supplemental Plan Year reach the limit set
forth in Code Section 415(c)(1)(A), as adjusted for cost of living
adjustments (the “415 Limit”), (2) for purposes of Plan B, an Employee
whose Compensation in a Pay Period, when annualized, exceeds the limitation on
compensation of Two Hundred and Ten Thousand Dollars ($210,000), as adjusted
for cost of living adjustments, under Section 401(a)(17) of the Code, (3) for
purposes of Plan C, an Employee who was a participant in the Basic SERP, and (4) for
purposes of Plan D, an Employee who was a participant in the SERP Plus.  An individual classified by the Employer at
the time services are provided as either an independent contractor or an
individual who is not classified as an Employee due to the Employer treating
any services provided by him as being provided by another entity which is
providing such individual’s services to the Employer shall not be eligible to
participate in this Plan during the period the individual is so initially
classified even if such individual is later retroactively reclassified as an
employee during all or any part of such period pursuant to applicable law or
otherwise.


 


(o)                                 “Employee” means any person employed by the
Employer.


 


(p)                                 “Employer” means the Company and any Affiliate.


 


(q)                                 “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended.


 


(r)                                    “Excess Compensation” means the excess of an
Eligible Employee’s Compensation over his Recognizable Compensation.  Excess Compensation Per Pay Period shall mean
the Excess Compensation earned in any Pay Period in the Supplemental Plan Year
after the Recognizable Compensation limit has been reached.


 


(s)                                  “Key Employee” means an employee as defined
in Section 416(i) of the Code without regard to paragraph (5) thereof.


 


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(t)                                    “Participant” means any Eligible Employee
who shall have become an Active Participant in the Plan and any individual with
a balance in his Supplemental Accounts.


 


(u)                                 “Pay Period” means the Employer’s pay period
applicable to the Employee.


 


(v)                                 “Plan” means the OSG Ship Management, Inc.
Supplemental Executive Savings Plan, as amended from time to time.


 


(w)                               “Recognizable Compensation” means an
Eligible Employee’s Compensation for the Supplemental Plan Year, taking into
account the limitation on compensation of Two Hundred and Ten Thousand Dollars
($210,000), as adjusted for cost of living adjustments, under Section 401(a)(17)
of the Code.  Recognizable Compensation
Per Pay Period shall mean the amount of Recognizable Compensation earned in
each Pay Period prior to reaching the Recognizable Compensation limit.


 


(x)                                   “Savings Plan” means the OSG Ship Management, Inc.
Savings Plan, as amended from time to time.


 


(y)                                 “SERP Plus” means the Overseas Shipholding
Group, Inc. Supplemental Executive Retirement Plan Plus, as amended from
time to time., a supplemental benefit plan with respect to Pension Plan for
Employees of OSG Ship Management, Inc. (which was terminated effective as
of December 31, 2005).


 


(z)                                   “Special Participant” means an Eligible
Employee who, on the Effective Date, has attained age fifty (50).


 


(aa)                            “Supplemental Account” means one of the
accounts to which a Participant’s Supplemental Benefits shall be credited.


 


(bb)                          “Supplemental Benefits” means the book entry
contributions of Supplemental Employer Contributions, Supplemental Special
Employer Contributions, Basic SERP Benefits and SERP Plus Benefits made to a
Participant’s Supplemental Account(s) and Earnings thereon.


 


(cc)                            “Supplemental Plan Year” means the period
designated as a “Plan Year” under the Savings Plan.


 


(dd)                          “Termination of Employment” means
termination of employment as an Employee of the Employer for any reason
whatsoever, including but not limited to death, disability, retirement,
resignation or involuntary termination. 
Notwithstanding the foregoing, a Termination of Employment shall not be
deemed to occur if an Employee transfers to, or otherwise immediately commences
employment with another Employer until such Employee incurs a Termination of
Employment with all Employers.  If an
Affiliate ceases to be an Affiliate, an Employee of such entity will not be
deemed to incur a Termination of Employment solely as a result of such change in
status unless and until the 


 


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Committee determines, in its
sole discretion, that such Employee has incurred a Termination of Employment
and when such Termination of Employment is deemed to have occurred.


 


To the extent
not inconsistent with the foregoing definitions and the terms hereof, any
defined terms used in this Plan shall have the same meaning as in the Savings
Plan.


 


2.                                       Participation.


 


(a)                                  Each
Eligible Employee shall become an Active Participant in Plan A as of the first
day of the first Pay Period in which contributions made on his behalf under the
Savings Plan reach the 415 Limit.


 


(b)                                 Each
Eligible Employee shall become an Active Participant in Plan B as of the first
day of the first Pay Period in which he has Excess Compensation.


 


(c)                                  Each
Eligible Employee shall become a Participant in Plan C as of the Effective
Date.


 


(d)                                 Each
Eligible Employee shall become a Participant in Plan D as of the Effective
Date.


 


(e)                                  A
Participant shall cease to be an Active Participant with regard to a
Supplemental Plan Year if he is not, or ceases to be, an Eligible Employee.


 


3.                                       Contributions and Amount of Supplemental Benefits.


 


(a)                                  (i)            The Employer shall make a book entry
contribution of Supplemental Employer Contributions to the Supplemental Account
of each Active Participant in Plan A as of the last day of each Pay Period in
an amount equal to six percent (6%) of the Participant’s Recognizable
Compensation Per Pay Period after the 415 Limit has been reached under the
Savings Plan in a Supplemental Plan Year.


 


(ii)           For
the period commencing on the Effective Date and ending on December 31,
2010, the Employer shall make an additional book entry contribution of
Supplemental Special Employer Contributions to the Supplemental Account of each
Active Participant in Plan A who is a Special Participant as of the last day of
each Pay Period in an amount equal to a percentage of the Participant’s
Recognizable Compensation Per Pay Period after the 415 Limit has been reached
under the Savings Plan in a Supplemental Plan Year, based on the Special
Participant’s age on the Effective Date as follows:


 


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  Percentage of Recognizable Compensation

  
	
  Age on Effective Date

  	
   

  	
  Per Pay Period

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Age 50-51

  	
   

  	
  0.5%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Age 52-53

  	
   

  	
  1.0%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Age 54

  	
   

  	
  1.5%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Age 55 or
  over

  	
   

  	
  3.0%

  



 


(b)                                 (i)            The Employer shall make a book entry
contribution of Supplemental Employer Contributions to the Supplemental Account
of each Active Participant in Plan B as of the last day of each Pay Period in
an amount equal to six percent (6%) of the Participant’s Excess Compensation
Per Pay Period.


 


(ii)           The
Employer shall make an additional book entry contribution of Supplemental
Special Employer Contributions to the Supplemental Account of each Active
Participant in Plan B who is a Special Participant as of the last day of each
Pay Period in an amount equal to a percentage of the Participant’s Excess
Compensation Per Pay Period, based on the Special Participant’s age on the
Effective Date as follows:


 


	
   

  	
   

  	
  Percentage of Excess Compensation

  
	
  Age on Effective Date

  	
   

  	
  Per Pay Period

  
	
   

  	
   

  	
   

  
	
   

  	
  Age 50-51

  	
   

  	
  0.5%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Age 52-53

  	
   

  	
  1.0%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Age 54

  	
   

  	
  1.5%

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Age 55 or
  over

  	
   

  	
  3.0%

  



 


(c)                                  The
priority of book entry contributions shall be that book entry contributions shall
first be made to Plan A and shall then, to the extent not contributed to Plan
A, be made to Plan B.


 


(d)                                 The
Employer shall make a book entry contribution of Basic SERP Benefits to the
Supplemental Account of each Participant in Plan C as of the Effective Date.


 


(e)                                  The
Employer shall make a book entry contribution of SERP Plus Benefits to the
Supplemental Account of each Participant in Plan D as of the Effective Date.


 


(f)                                    Supplemental
Employer Contributions shall become vested and nonforfeitable upon a
Participant’s completion of three (3) years of Continuous Service (as
defined under the Savings Plan). 
Supplemental Special Employer Contributions, 


 


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Basic SERP
Benefits and SERP Plus shall be fully vested and nonforfeitable at all times.


 


(g)                                 A
Participant’s Supplemental Benefits shall consist of the vested balance in his
Supplemental Account(s), including Earnings thereon.  Earnings shall be credited to a Participant’s
Supplemental Account(s) as provided in Section 4 below.


 


4.                                       Measurement of Earnings.


 


(a)                                  The
Committee may designate alternatives for the measuring of Earnings on a
Participant’s Supplemental Account(s) from time to time.  The Committee may designate additional
measuring alternatives, withdraw measuring alternatives, or change the
designation of measuring alternatives as of the beginning of any calendar
month, or at such other times as it may determine, in its sole discretion.  One alternative shall be based on a money
market type fund which alternative shall be the default alternative if a
Participant fails to timely elect another alternative.  The Committee shall credit the balance in the
Participant’s Supplemental Account(s) as of the last business day of each
calendar month, or such other dates as are selected by the Committee in its
sole discretion, with Earnings (including gains or losses, whether or not
realized, in the value of the measuring alternative) from the last business day
of the prior calendar month, or such other dates as are determined by the
Committee, at a rate equal to the performance of the measuring alternatives
selected by the Participant (in accordance with Section 4(b) below)
for the calendar month (or such other applicable period) to which such
selection relates.  The crediting of an
Earnings factor shall occur so long as there is a balance in the Participant’s
Supplemental Account(s) with respect to Supplemental Benefits that are to
be paid on the last business day of a month.


 


(b)                                 Upon
becoming an Eligible Employee, an Eligible Employee shall select in writing, on
a form prescribed by the Committee, from among the measuring alternatives
available under the Plan, if any, for the measuring of Earnings on such
Eligible Employee’s Supplemental Account(s). 
A Participant may change the selection of his measuring alternatives for
the measuring of Earnings on future amounts credited to his Supplemental
Account(s) as of the beginning of the following calendar month (or at such
other times and in such manner as prescribed by the Committee, in its sole
discretion), subject to such notice and other administrative procedures as
established by the Committee.  A
Participant may transfer funds “invested” for measuring purposes in accordance
with the Participant’s elected measuring alternatives to differing measuring
alternatives as of the beginning of the following calendar month (or at such
other times as prescribed by the Committee, in its sole discretion), subject to
such notice and other administrative procedures as established by the
Committee.  Allocation of funds among
Plans A, B, C and D to the Participant’s measuring alternatives shall be made
pro-rata in accordance with the rules established by the Committee.


 


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(c)                                  The
Committee may, in its sole discretion, establish rules and procedures for
the crediting of Earnings factors and the election of measuring alternatives
pursuant to this Section 4.


 


5.                                       Payment of Supplemental Benefits.


 


(a)                                  Except
as set forth below, a Participant’s Supplemental Benefits shall be paid to him
as soon as administratively feasible following his Termination of Employment.


 


(b)                                 The
Supplemental Benefits of a Participant who is a Key Employee shall be paid to
him as soon as administratively feasible following the date which is six (6) months
after the date of his Termination of Employment.  Notwithstanding the foregoing, if a Key
Employee incurs a Disability, his Supplemental Benefits shall be paid to him as
soon as administratively feasible following his Termination of Employment.


 


(c)                                  In
the event of the death of a Participant prior to the distribution of his
Supplemental Benefits, the Supplemental Benefits of such a deceased Participant
shall be paid to his Beneficiary as soon as administratively feasible following
the Participant’s death.


 


6.                                       Claims Procedure.


 


(a)                                  Any
claim by a Participant or former Participant or Beneficiary (“Claimant”) with
respect to eligibility, participation, contributions, benefits or other aspects
of the operation of the Plan shall be made in writing to the Committee for such
purpose. The Committee shall provide the Claimant with the necessary forms and
make all determinations as to the right of any person to a disputed
benefit.  If a Claimant is denied
benefits under the Plan, the Committee shall notify the Claimant in writing of
the denial of the claim within ninety (90) days after the Committee receives
the claim, provided that in the event of special circumstances such period may
be extended.  The ninety (90) day period
may be extended up to ninety (90) days (for a total of one hundred eighty (180)
days).


 


If the initial ninety (90) day period is
extended, the Committee shall notify the Claimant in writing within ninety (90)
days of receipt of the claim.  The written
notice of extension shall indicate the special circumstances requiring the
extension of time and provide the date by which the Committee expects to make a
determination with respect to the claim. 
If the extension is required due to the Claimant’s failure to submit
information necessary to decide the claim, the period for making the
determination will be tolled from the date on which the extension notice is
sent to the Claimant until the earlier of (i) the date on which the
Claimant responds to the Committee’s request for information, or (ii) expiration
of the forty-five (45) day period commencing on the date that the Claimant is
notified that the requested additional information must be provided. If notice
of the denial 


 


8

















 


of a claim is not furnished within the
required time period described herein, the claim shall be deemed denied as of
the last day of such period.


 


If the claim is wholly or
partially denied, the notice to the Claimant shall set forth:


 


(i)                                     The
specific reason or reasons for the denial;


 


(ii)                                  Specific
reference to pertinent Plan provisions upon which the denial is based;


 


(iii)                               A
description of any additional material or information necessary for the
Claimant to complete the claim request and an explanation of why such material
or information is necessary;


 


(iv)                              Appropriate
information as to the steps to be taken and the applicable time limits if the
Claimant wishes to submit the adverse determination for review; and


 


(v)                                 A
statement of the Claimant’s right to bring a civil action under Section 502(a) of
ERISA following an adverse determination on review.


 


(b)                                 If
the claim has been wholly or partially denied, the Claimant may submit the
claim for review by the Committee.    Any
request for review of a claim must be made in writing to the Committee no later
than sixty (60) days after the Claimant receives notification of denial or, if
no notification was provided, the date the claim is deemed denied.  The Claimant or his duly authorized
representative may:


 


(i)            Upon
request and free of charge, be provided with reasonable access to, and copies
of, relevant documents, records, and other information relevant to the Claimant’s
claim; and


 


(ii)           Submit
written comments, documents, records, and other information relating to the
claim.  The review of the claim
determination shall take into account all comments, documents, records, and
other information submitted by the Claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial
claim determination.


 


(c)                                  The
decision of the Committee shall be made within sixty  (60) days after receipt of the Claimant’s
request for review, unless special circumstances (including, without
limitation, the need to hold a hearing) require an extension. In the event of
special circumstances, the sixty (60) day period may be extended for a period
of up to one hundred twenty (120) days.


 


If the initial
sixty (60) day period is extended, the Committee shall, within sixty (60) days
of receipt of the claim for review, notify the Claimant in writing.  The written notice of extension shall
indicate the special circumstances requiring the 


 


9

















 


extension of
time and provide the date by which the Committee expects to make a
determination with respect to the claim upon review.  If the extension is required due to the
Claimant’s failure to submit information necessary to decide the claim, the
period for making the determination will be tolled from the date on which the
extension notice is sent to the Claimant until the earlier of (i) the date
on which the Claimant responds to the Plan’s request for information, or (ii) expiration
of the forty-five (45) day period commencing on the date that the Claimant is
notified that the requested additional information must be provided. If notice
of the decision upon review is not furnished within the required time period
described herein, the claim on review shall be deemed denied as of the last day
of such period.


 


The Committee, in its sole discretion, may
hold a hearing regarding the claim and request that the Claimant attend.  If a hearing is held, the Claimant shall be
entitled to be represented by counsel.


 


(d)                                 The
Committee’s decision upon review on the Claimant’s claim shall be communicated
to the Claimant in writing.  If the claim
upon review is denied, the notice to the Claimant shall set forth:


 


(i)            The
specific reason or reasons for the decision, with references to the specific
Plan provisions on which the determination is based;


 


(ii)           A
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claim; and


 


(iii)          A
statement of the Claimant’s right to bring a civil action under Section 502(a) of
ERISA.


 


(e)                                  The
Committee shall have the full power and authority to interpret, construe and
administer this Plan in its sole discretion based on the provisions of the Plan
and to decide any questions and settle all controversies that may arise in
connection with the Plan.  Both the
Committee’s and the Board’s interpretations and construction thereof, and
actions thereunder, made in the sole discretion of the Committee and the Board,
including any valuation of the Supplemental Plus Benefit, any determination
under this Section 6, or the amount of the payment to be made hereunder,
shall be final, binding and conclusive on all persons for all persons.  No member of the Board or Committee shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Plan.


 


(f)                                    The
claims procedures set forth in this section are intended to comply with United
States Department of Labor Regulation § 2560.503-1 and should be construed in
accordance with such regulation.  In no
event shall it be interpreted as expanding the rights of Claimants beyond what
is required by United States Department of Labor Regulation § 2560.503-1.  The Committee may at any time alter the
claims 


 


10

















 


procedure set forth above, so
long as the revised claims procedure complies with ERISA, and the regulations
issued thereunder.


 


7.                                       Construction of Plan.


 


(a)                                  This
Plan is “unfunded” and Supplemental Benefits payable hereunder shall be paid by
the Employer out of its general assets. 
Participants and their designated Beneficiaries shall not have any
interest in any specific asset of the Employer as a result of this Plan.  Nothing contained in this Plan and no action
taken pursuant to the provisions of this Plan shall create or be construed to
create a trust of any kind, or a fiduciary relationship amongst any Employer,
the Committee, and the Participants, their designated Beneficiaries or any
other person.  Any funds which may be
invested under the provisions of this Plan shall continue for all purposes to
be part of the general funds of the applicable Employer and no person other
than the applicable Employer shall by virtue of the provisions of this Plan
have any interest in such funds.  To the
extent that any person acquires a right to receive payments from any Employer
under this Plan, such right shall be no greater than the right of any unsecured
general creditor of the Employer.  The
Employer may, in its sole discretion, establish a “rabbi trust” to pay
Supplemental Benefits hereunder.


 


(b)                                 Each
Employer shall be liable for the obligations hereunder only with respect to
Supplemental Employer Contributions and Supplemental Special Employer
Contributions and Earnings thereon, attributable to each Participant’s
Compensation paid directly by such Employer, and not with respect to
Compensation paid by any other Employer. 
Any amounts paid by an Employer for another Employer to a Participant
shall be deemed merely an accommodation 
and administrative convenience and not an acknowledgment in any manner
of any liability for the obligations of such other Employer.


 


(c)                                  All
expenses incurred in administering the Plan shall be paid by the Employer.


 


8.                                       Limitation of Rights.


 


Nothing
contained herein shall be construed as conferring upon an Employee the right to
continue in the employ of any Employer as an executive or in any other capacity
or to interfere with the Employer’s right to discharge him at any time for any
reason whatsoever.


 


9.                                       Payment Not Salary.


 


Any
Supplemental Benefits payable under this Plan shall not be deemed salary or
other compensation to the Employee for the purposes of computing benefits to
which he may be entitled under any pension plan or other arrangement of any
Employer for the benefit of its employees.


 


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10.                                 Severability.


 


In case any
provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision
never existed.


 


11.                                 Withholding.


 


All payments
under this Plan shall be subject to the withholding of such amounts relating to
federal, state or local taxes as each Employer may reasonably determine it
should withhold based on applicable law or regulations.


 


12.                                 Assignment.


 


This Plan
shall be binding upon and inure to the benefit of the Employers, their
successors and assigns and the Participants and their heirs, executors,
administrators and legal representatives. 
In the event that any Employer sells or transfers all or substantially
all of the assets of its business and the acquiror of such assets assumes the
obligations hereunder, the Employer shall be released from any liability
imposed herein and shall have no obligation to provide any benefits payable
hereunder.


 


13.                                 Non-Alienation of Benefits.


 


The benefits
payable under this Plan shall not be subject to alienation, transfer,
assignment, garnishment, execution or levy of any kind, and any attempt to
cause any benefits to be so subjected shall not be recognized.


 


14.                                 Governing Law.


 


To the extent
legally required, the Code shall govern the Plan A and the Code and Parts 1 and
5 of Title I of ERISA shall govern Plan B and Plan C and Plan D, and, if any
provision hereof is in violation of any applicable requirement of the Code or
ERISA, the Company reserves the right to retroactively amend the Plan to comply
therewith.  To the extent not governed by
the Code, the Plan shall be governed by the laws of the State of New York,
without regard to conflict of law provisions.


 


15.                                 Amendment or Termination of Plan.


 


The Board (or
a duly authorized committee thereof), or a person designated by the Board may,
in his or its sole and absolute discretion, amend the Plan from time to time
and at any time in such manner as he or it deems appropriate or desirable, and
the Board (or a duly authorized committee thereof) or a person designated by the Board
may, in its sole and absolute discretion, terminate the Plan for any reason or
no reason from time to time and at any time in such manner as it deems
appropriate or desirable.  Each Employer
may withdraw from this Plan at any time, in which case it shall be deemed to
maintain a separate plan for Participants who are its employees identical to
this Plan except that such Employer shall be deemed to be the Company for all
purposes.  No amendment, termination or
withdrawal shall reduce or terminate the then vested Supplemental Benefits of
any Participant or Beneficiary. 
Notwithstanding any 


 


12

















 


amendment, termination or withdrawal, the Employer shall not distribute
a Participant’s vested Supplemental Benefits prior to the Participant’s
Termination of Employment.


 


16.                                 Non-Exclusivity.


 


The adoption
of the Plan by an Employer shall not be construed as creating any limitations
on the power of the Employer to adopt such other supplemental retirement income
arrangements as it deems desirable, and such arrangements may be either
generally applicable or limited in application.


 


17.                                 Non-Employment.


 


This Plan is
not an agreement of employment and it shall not grant the employee any rights
of employment.


 


18.                                 Gender and Number.


 


Wherever used
in this Plan, the masculine shall be deemed to include the feminine and the
singular shall be deemed to include the plural, unless the context clearly
indicates otherwise.


 


19.                                 Headings and Captions.


 


The headings
and captions herein are provided for reference and convenience only.  They shall not be considered part of the Plan
and shall not be employed in the construction of the Plan.


 


20.                                 Interpretation of the Plan.


 


The Committee
shall have the authority to adopt, alter or repeal such administrative rules,
guidelines and practices governing the Plan and perform all acts as it shall
from time to time deem advisable; to construe and interpret the terms and provisions of
the Plan; and to otherwise supervise the administration of the Plan.  The Plan is intended to comply with the
requirements of Code Section 409A and shall be construed in a manner
consistent with the requirements of Code Section 409A and the guidance
issued thereunder.


 


21.                                 Entire Agreement


 


This Plan,
along with the Participants’ elections hereunder, constitutes the entire
agreement between the Employer and the Participants pertaining to the subject
matter herein and supersedes any other plan or agreement, whether written or
oral, pertaining to the subject matter herein. 
No agreements or representations, other than as set forth herein, have
been made by the Company or the Employer with respect to the subject matter
herein.


 


13

















 


IN WITNESS WHEREOF,
the Company has caused this Plan to be executed this 22nd day of December, 2005.


 


 


	
   

  	
  OSG SHIP
  MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Morten Arntzen

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  



 


14

















 


AMENDMENT NUMBER ONE


TO THE


OSG SHIP MANAGEMENT, INC.


SUPPLEMENTAL EXECUTIVE SAVINGS PLAN


 


WHEREAS, OSG Ship
Management, Inc. (the “Company”) maintains the OSG Ship Management, Inc.
Supplemental Executive Savings Plan (the “Plan”);


 


WHEREAS, pursuant to
Section 15 of the Plan, the Company has reserved the right in its Board of
Directors to amend the Plan at any time; and


 


WHEREAS, the Board
has authorized the Company to amend the Plan to comply with Section 409A
of the Internal Revenue Code of 1986, as amended and the Treasury Regulations
promulgated thereunder.


 


NOW, THEREFORE, the Plan is hereby amended
effective as of January 1, 2006 as follows:


 


1.                                       Section 1(dd)
of the Plan is hereby amended in its entirety to provide as follows:


 


“(dd)                    “Termination of Employment” means an
Employee incurring a “separation from service” (within the meaning of Code Section 409A)
from the Employer for any reason whatsoever, including but not limited to
death, disability, retirement, resignation or involuntary termination.  Notwithstanding the foregoing, a Termination
of Employment shall not be deemed to occur if an Employee transfers to, or
otherwise immediately commences employment with another Employer until such
Employee incurs a separation from service with all Employers.  If an Affiliate ceases to be an Affiliate, an
Employee of such entity will not be deemed to incur a Termination of Employment
solely as a result of such change in status unless and until the Committee
determines, in its sole discretion, that such Employee has incurred a
separation from service and when such separation from service is deemed to have
occurred.”


 


2.                                       The
third sentence of Section 4(a) of the Plan is hereby amended in its
entirety to provide as follows:


 


“The Committee
shall credit the balance in the Participant’s Supplemental Account(s) as
of the last business day of each calendar month, or such other dates as are
selected by the Committee in its sole discretion, but in no event less
frequently than annually, with Earnings (including gains or losses, whether or
not realized, in the value of the measuring alternative) from the last business



 

















 


day of the
prior calendar month, or such other dates as are determined by the Committee,
at a rate equal to the performance of the measuring alternatives selected by the
Participant (in accordance with Section 4(b) below) for the calendar
month (or such other applicable period) to which such selection relates.”


 


3.                                       Section 5(b) of
the Plan is hereby amended in its entirety to provide as follows:


 


“(b)                           Except as provided in (c) below,
the Supplemental Benefits of a Participant who is a Key Employee shall be paid
to him as soon as administratively feasible following the date that is six (6) months
after the date of his Termination of Employment.”


 


IN WITNESS WHEREOF,
this amendment has been executed December 31, 2007.


 


	
   

  	
  OSG SHIP MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Morten Arntzen

  
	
   

  	
  Name: Morten Arntzen