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                                                                 EXHIBIT 4(e)(5)

                                           May ___, 2003


                            EXCHANGE AGENT AGREEMENT

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890

Ladies and Gentlemen:

     Overseas Shipholding Group, Inc., a Delaware corporation (the "Company"),
proposes to make an offer (the "Exchange Offer") to exchange its 8.25% Senior
Notes due March 15, 2013, (the "New Notes") for a like principal amount of its
outstanding 8.25% Senior Notes due March 15, 2013 (the "Old Notes"). The terms
and conditions of the Exchange Offer as currently contemplated are set forth in
a prospectus (the "Prospectus" included in the Company's registration statement
on Form S-4 (File No. 333-______) as amended (the "Registration Statement"))
filed with the Securities and Exchange Commission (the "SEC"), and proposed to
be distributed to all record holders of the Old Notes. The Old Notes and the New
Notes are collectively referred to in this Exchange Agent Agreement (this
"Agreement") as the "Notes" or the "Securities." Capitalized terms used herein
and not defined shall have the respective meanings ascribed to them in the
Registration Statement or the accompanying letter of transmittal (the "Letter of
Transmittal").

     The Company hereby appoints Wilmington Trust Company to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Wilmington Trust Company.

     The Exchange Offer is expected to be commenced by the Company on or about
May ___, 2003. The Letter of Transmittal accompanying the Registration Statement
is to be used by the holders of the Old Notes to tender into the Exchange Offer,
and contains instructions with respect to the delivery of Old Notes tendered.
The Exchange Agent's obligations with respect to receipt and inspection of the
Letter of Transmittal in connection with the Exchange Offer shall be satisfied
for all purposes hereof by (1) inspection of the electronic message transmitted
to the Exchange Agent by Exchange Offer participants in accordance with the
Automated Tender Offer Program ("ATOP") of the Depositary Trust Company ("DTC"),
and by otherwise observing and complying with all procedures established by DTC
in connection with ATOP, to the extent that ATOP is utilized by Exchange Offer
participants, or (2) by inspection of the Letter of Transmittal by each
respective holder of Old Notes.

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     The Exchange Offer shall expire at 5:00 p.m., New York City time, on June
___, 2003, or on such later date or time to which the Company may extend the
Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set
forth in the Registration Statement, the Company expressly reserves the right to
extend the Exchange Offer from time to time and may extend the Exchange Offer by
giving oral (confirmed in writing) or written notice to you at any time before
9:00 a.m., New York City time, on the business day following the previously
scheduled Expiration Date, and in such case the term "Expiration Date" shall
mean the time and date on which the Exchange Offer as so extended shall expire.

     The Company expressly reserves the right, in its sole discretion, to delay,
amend or terminate the Exchange Offer, and not to accept for exchange any Old
Notes not theretofore accepted for exchange, in among other cases upon the
occurrence of any of the conditions of the Exchange Offer specified in the
Registration Statement under the caption "The Exchange Offer -- Extensions,
Delays in Acceptance, Termination or Amendment." The Company will give to you as
promptly as practicable oral (confirmed in writing) or written notice of any
delay, amendment, termination or non-acceptance.

     In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:

     1.  You will perform such duties and only such duties as are specifically
set forth herein or in the section of the Registration Statement captioned the
"The Exchange Offer", in the Letter of Transmittal accompanying the Registration
Statement and such duties which are necessarily incidental thereto.

     2.  You will establish a book-entry account with respect to the Old Notes
at The Depository Trust Company (the "Book-Entry Transfer Facility") for
purposes of the Exchange Offer within two business days after the date of the
Registration Statement, and any financial institution that is a participant in
the Book-Entry Transfer Facility's systems may make book-entry delivery of the
Old Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes
into your account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer.

     3.  You are to examine each of the Letters of Transmittal and certificates
for Old Notes (or confirmation of book-entry transfers into your account at the
Book-Entry Transfer Facility) and any other documents delivered or mailed to you
by or for holders of the Old Notes to ascertain whether: (i) the Letters of
Transmittal, certificates and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein and in the
Registration Statement and that such book-entry confirmations are in due and
proper form and contain the information required to be set forth therein, and
(ii) the Old Notes have otherwise been properly tendered. In each case where the
Letter of Transmittal or any other document has been improperly completed or
executed or where book-entry confirmations are not in due and proper form or
omit certain information or any of the certificates for Old Notes are not in
proper form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will endeavor to inform the
presenters of the need for fulfillment of all

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requirements and to take any other action as may be necessary or advisable to
cause such irregularity to be corrected.

     4.  With the approval of the President or any Senior Vice President of the
Company (such approval, if given orally, promptly to be confirmed in writing) or
any other party designated by such officer in writing, you are authorized to
waive any irregularities in connection with any tender of Old Notes pursuant to
the Exchange Offer. You are not otherwise authorized to waive any such
irregularities.

     5.  Tenders of Old Notes may be made only as set forth in the Letter of
Transmittal and in the sections of the Registration Statement captioned "The
Exchange Offer -- Procedures for Physical Tender", "The Exchange Offer -- When
Endorsements Or Bond Powers Are Needed" and "The Exchange Offer -- Tendering
Through DTC's Automated Tender Offer Program" and Old Notes shall be considered
properly tendered to you only when tendered in accordance with the procedures
set forth therein.

         Notwithstanding the provisions of this paragraph 5, Old Notes which the
President or any Senior Vice President of the Company or any other party
designated by any such officer in writing shall approve as having been properly
tendered shall be considered to be properly tendered (such approval, if given
orally, shall be promptly confirmed in writing).

     6.  You shall promptly advise the Company with respect to any Old Notes
delivered subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Old Notes.

     7.  You shall accept tenders:

         (a) in cases where the Old Notes are registered in two or more names
only if signed by all named holders;

         (b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only when
proper evidence of his or her authority so to act is submitted; and

         (c) from persons other than the registered holder of Old Notes provided
that customary transfer requirements, including any payment of applicable
transfer taxes, are fulfilled.

         You shall accept partial tenders of Old Notes where so indicated and as
permitted in the Letter of Transmittal and return any untendered Old Notes to
the holder (or such other person as may be designated in the Letter of
Transmittal) as promptly as practicable after expiration or termination of the
Exchange Offer. A new certificate for the remainder of the principal amount of
the Old Notes will be sent to the holders of Old Notes unless otherwise
indicated by partial tendering holders of Old Notes.

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     8.  Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, promptly to be
confirmed in writing) of its acceptance, promptly after the Expiration Date, of
all Old Notes properly tendered and you, on behalf of the Company, will exchange
such Old Notes for New Notes and cause such Old Notes to be cancelled. Delivery
of New Notes, will be made on behalf of the Company by you at the rate of $1,000
principal amount of New Notes for each $1,000 principal amount of the Old Notes
tendered, and, in the case of Old Notes tendered, promptly after notice (such
notice if given orally, promptly to be confirmed in writing) of acceptance of
said Old Notes by the Company; PROVIDED, HOWEVER, that in all cases, Old Notes
tendered pursuant to the Exchange Offer will be exchanged only after timely
receipt by you of certificates for such Old Notes (or confirmation of book-entry
transfer into your account at the Book-Entry Transfer Facility), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and an
Agent's Message (as defined in the Registration Statement) with any required
signature guarantees and any other required document. You shall issue New Notes
only in denominations of $1,000 or any integral multiple thereof.

     9.  Tenders pursuant to the Exchange Offer are irrevocable after the
Expiration Date. Subject to the terms and upon the conditions set forth in the
Registration Statement and the Letter of Transmittal, Old Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time on or prior to the
Expiration Date in accordance with the terms of the Exchange Offer.

     10. The Company shall not be required to exchange any Old Notes tendered if
any of the conditions set forth in the Registration Statement are not met.
Notice of any decision by the Company not to exchange any Old Notes tendered
shall be given (such notices if given orally, promptly shall be confirmed in
writing) by the Company to you.

     11. If, pursuant to the Registration Statement, the Company does not accept
for exchange all or part of the Old Notes tendered because of an invalid tender,
the occurrence of certain other events set forth in the Registration Statement
or otherwise, you shall as soon as practicable after the expiration or
termination of the Exchange Offer return those certificates for unaccepted Old
Notes (or effect appropriate book-entry transfer), together with any related
required documents and the Letters of Transmittal relating thereto that are in
your possession, to the persons who deposited them (or effected such book-entry
transfer).

     12. All certificates for reissued Old Notes, unaccepted Old Notes or New
Notes, as the case may be (other than those effected by book-entry transfer),
shall be forwarded by (a) first-class mail, postage pre-paid under a blanket
surety bond protecting you and the Company from loss or liability arising out of
the non-receipt or non-delivery of such certificates or (b) by registered mail
insured separately for the replacement value of each of such certificates.

     13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any persons to solicit tenders.

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     14. As Exchange Agent hereunder you:

         (a) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the Old Notes deposited with you pursuant to the Exchange Offer, and will not be
required to and will make no representation as to the validity, value or
genuineness of the Registration Statement;

         (b) shall not be obligated to take any legal action hereunder which
might in your reasonable judgment involve any expense or liability, unless you
shall have been furnished with reasonable indemnity;

         (c) shall not be liable to the Company for any action taken or omitted
by you, or any action suffered by you to be taken or omitted, without
negligence, misconduct or bad faith on your part, by reason of or as a result of
the administration of your duties hereunder in accordance with the terms and
conditions of this Agreement or by reason of your compliance with the
instructions set forth herein or with any written or oral instructions delivered
to you pursuant hereto, and may reasonably rely on and shall be protected in
acting in good faith in reliance upon any certificate, instrument, opinion,
notice, letter, facsimile or other document or security delivered to you and
reasonably believed by you to be genuine and to have been signed by the proper
party or parties;

         (d) may reasonably act upon any tender, statement, request, comment,
agreement or other instrument whatsoever not only as to its due execution and
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which you shall in good faith
reasonably believe to be genuine or to have been signed or represented by a
proper person or persons;

         (e) may rely on and shall be protected in acting upon written notice or
oral instructions from the President or any Senior Vice President of the Company
or any other party designated by any such officer of the Company;

         (f) shall not advise any person tendering Old Notes pursuant to the
Exchange Offer as to whether to tender or refrain from tendering all or any
portion of Old Notes or as to the market value, decline or appreciation in
market value of any Old Notes that may or may not occur as a result of the
Exchange Offer or as to the market value of the Exchange Notes;

         (g) may consult with counsel with respect to any questions relating to
your duties and responsibilities, and the written advice or opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by you hereunder in good faith and in
reliance thereon; and

         (h) shall act solely as agent of the Company and shall not assume any
obligation, or relationship of agency or trust for or, with any of the owners or
holders of the Old Notes.

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     15. You shall send to all holders of Old Notes a copy of the Registration
Statement, the Letter of Transmittal, the Notice of Guaranteed Delivery (as
defined in the Registration Statement) and such other documents (collectively,
the "Exchange Offer Documents") as may be furnished by the Company to commence
the Exchange Offer and take such other action as may from time to time be
requested by the Company or its counsel (and such other action as you may
reasonably deem appropriate) to furnish copies of the Exchange Offer Documents
or such other forms as may be approved from time to time by the Company, to all
holders of Old Notes and to all persons requesting such documents and to accept
and comply with telephone requests for information relating to the Exchange
Offer, provided that such information shall relate only to the procedures for
accepting (or withdrawing from) the Exchange Offer. The Company will furnish
you with copies of such documents at your request. All other requests for
information relating to the Exchange Offer shall be directed to the Company,
Attention: Associate General Counsel, at the Company's offices at 511 Fifth
Avenue, New York, New York 10017, telephone number: 1-212-251-1153.

     16. You shall advise by facsimile transmission, email, or by telephone, and
promptly thereafter confirm in writing to the Chief Financial Officer or
Associate General Counsel of the Company, and such other person or persons as
the Company may request in writing, daily, and more frequently during the week
immediately preceding the Expiration Date and if otherwise requested, up to and
including the Expiration Date, as to the aggregate principal amount of Old Notes
which have been tendered pursuant to the Registration Statement and the items
received by you pursuant to the Exchange Offer and this Agreement, separately
reporting and giving cumulative totals as to items properly received and items
improperly received. In addition, you will also inform, and cooperate in making
available to, the Company or any such other person or persons as the Company
requests in writing from time to time prior to the Expiration Date of such other
information as it or he or she reasonably requests. Such cooperation shall
include, without limitation, the granting by you to the Company and such person
as the Company may request of access to those persons on your staff who are
responsible for receiving tenders, in order to ensure that immediately prior to
the Expiration Date the Company shall have received information in sufficient
detail to enable it to decide whether to extend the Exchange Offer. You shall
prepare a final list of all persons whose tenders were accepted, the aggregate
principal amount of Old Notes tendered, the aggregate principal amount of Old
Notes accepted and the identity of any participating broker-dealers and the
aggregate principal amount of Exchange Notes delivered to each, and deliver said
list to the Company.

     17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and, after the expiration of the Exchange Offer,
the time of receipt thereof shall be preserved by you for a period of time at
least equal to the period of time you customarily preserve other records
pertaining to the transfer of securities, or one year, whichever is longer, and
thereafter shall be delivered by you to the Company. You shall dispose of unused
Letters of Transmittal and other surplus materials in accordance with your
customary procedures.

     18. You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to funds deposited with you for the
payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company, or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or for compensation owed to you hereunder.

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     19. For services rendered as Exchange Agent hereunder you shall be entitled
to such compensation and reimbursement of out-of-pocket expenses as agreed in
the attached Schedule A.

     20. You hereby acknowledge receipt of the Registration Statement, the
Letter of Transmittal and the other documents associated with the Exchange Offer
attached hereto and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Registration
Statement, the Letter of Transmittal and such other forms (as they may be
amended from time to time), on the other hand, shall be resolved in favor of the
Registration Statement, the Letter of Transmittal and such other forms, except
with respect to the duties, liabilities and indemnification of you as Exchange
Agent which shall be controlled by this Agreement.

     21. The Company agrees to indemnify and hold you harmless in your capacity
as Exchange Agent hereunder against any liability, cost or expense, including
reasonable attorneys' fees and expenses, arising out of or in connection with
your appointment as Exchange Agent and the performance of your duties hereunder,
including, without limitation, any act, omission, delay or refusal made by you
in reasonable reliance upon any signature, endorsement, assignment, certificate,
order, request, notice, instruction or other instrument or document reasonably
believed by you to be valid, genuine and sufficient and in accepting any tender
or effecting any transfer of Old Notes reasonably believed by you in good faith
to be authorized, and in delaying or refusing in good faith to accept any
tenders or effect any transfer of Old Notes; PROVIDED, HOWEVER, that the Company
shall not be liable for indemnification or otherwise for any loss, liability,
cost or expense to the extent arising out of your gross negligence, willful
misconduct or bad faith. The Company's obligations under this paragraph 21 shall
survive the termination of this Agreement and the discharge of your obligation
hereunder and any other termination of this Agreement under any federal or state
bankruptcy law.

     22. You shall arrange to comply with all requirements under the tax laws of
the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue
Service. The Company understands that you are required, in certain instances, to
deduct thirty and one half percent (30.5%) with respect to interest paid on the
New Notes and proceeds from the sale, exchange, redemption or retirement of the
New Notes from holders who have not supplied their correct Taxpayer
Identification Numbers or required certification. Such funds will be turned over
to the Internal Revenue Service in accordance with applicable regulations.

     23. You shall notify the Company of the amount of any transfer taxes
payable in respect of the exchange of Old Notes and shall deliver or cause to be
delivered, in a timely manner, to each governmental authority to which any
transfer taxes are payable in respect of the exchange of Old Notes your check in
the amount of all transfer taxes so payable, and the Company shall reimburse you
for the amount of any and all transfer taxes payable in respect of the exchange
of Old Notes; PROVIDED, HOWEVER, that you shall reimburse the Company for
amounts refunded to you in respect of your payment of any such transfer taxes,
at such time as such refund is received by you.

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     24. This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement. Without limitation of the foregoing, the parties hereto
expressly agree that no holder of Old Notes or Exchange Notes shall have any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.

     25. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     26. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     27. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a written
instrument signed by a duly authorized representative of the party to be
charged.

     28. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile)
and shall be given to such party, addressed to it, as its address or telecopy
number set forth below:

         If to the Company:
               Overseas Shipholding Group, Inc.
               511 Fifth Avenue
               New York, New York  10017
               Facsimile:  212-578-1832
               Attention:  Chief Financial Officer
                     and
               Facsimile:  212-251-1180
               Attention:  Associate General Counsel

         If to the Exchange Agent:

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890
               Facsimile:  (302) 636-4145
               Attention:  Corporate Trust Operations

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     29. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
Paragraphs 18, 19, 21 and 22 shall survive the termination of this Agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Company any certificates for notes, funds or property (including, without
limitation, Letters of Transmittal and any other documents relating to the
Exchange Offer) then held by you as Exchange Agent under this Agreement.

     30. This Agreement shall be binding and effective as of the date hereof.

     Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.

                              OVERSEAS SHIPHOLDING GROUP, INC.


                              By:
                                 ----------------------------------
                                 Name:
                                 Title: Senior Vice President


Accepted as the date
first above written:

WILMINGTON TRUST COMPANY,
as exchange agent


By:
   -------------------------
   Name:
   Title:

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                                                                      SCHEDULE A

AS EXCHANGE AGENT
(payable in advance)                                              $3,500.00

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