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                                                                 EXHIBIT 4(e)(4)

                        OVERSEAS SHIPHOLDING GROUP, INC.

                                  $200,000,000

                          8.250% SENIOR NOTES DUE 2013

                                   ----------

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                   March 7, 2003
Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

        Overseas Shipholding Group, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the Purchaser (as defined herein) upon
the terms set forth in the Purchase Agreement (as defined herein) its
$200,000,000 8.250% Senior Notes due 2013. As an inducement to the Purchaser to
enter into the Purchase Agreement and in satisfaction of a condition to the
  obligations of the Purchaser thereunder, the Company agrees with the Purchaser
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:

     1. CERTAIN DEFINITIONS. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

     "BASE INTEREST" shall mean the interest that would otherwise accrue on the
   Securities under the terms thereof and the Indenture, without giving effect
   to the provisions of this Agreement.

     The term "BROKER-DEALER" shall mean any broker or dealer registered with
   the Commission under the Exchange Act.

     "CLOSING DATE" shall mean the date on which the Securities are initially
   issued.

     "COMMISSION" shall mean the United States Securities and Exchange
   Commission, or any other federal agency at the time administering the
   Exchange Act or the Securities Act, whichever is the relevant statute for the
   particular purpose.

     "EFFECTIVE TIME," in the case of (i) an Exchange Registration, shall mean
   the time and date as of which the Commission declares the Exchange
   Registration Statement effective or as of which the Exchange Registration
   Statement otherwise becomes effective and (ii) a Shelf Registration, shall
   mean the time and date as of which the Commission declares the Shelf
   Registration Statement effective or as of which the Shelf Registration
   Statement otherwise becomes effective.

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     "ELECTING HOLDER" shall mean any holder of Registrable Securities that has
   returned a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or any
   successor thereto, as the same shall be amended from time to time.

     "EXCHANGE OFFER" shall have the meaning assigned thereto in Section 2(a)
   hereof.

     "EXCHANGE REGISTRATION" shall have the meaning assigned thereto in Section
   3(c) hereof.

     "EXCHANGE REGISTRATION STATEMENT" shall have the meaning assigned thereto
   in Section 2(a) hereof.

     "EXCHANGE SECURITIES" shall have the meaning assigned thereto in Section
   2(a) hereof.

     The term "HOLDER" shall mean the Purchaser and other persons who acquire
   Registrable Securities from time to time (including any successors or
   assigns), in each case for so long as such person owns any Registrable
   Securities.

     "INDENTURE" shall mean the Indenture, dated as of March 7, 2003 between the
   Company and Wilmington Trust Company, as Trustee, as the same shall be
   amended from time to time.

     "NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement and
   Selling Securityholder Questionnaire substantially in the form of Exhibit A
   hereto.

     The term "PERSON" shall mean a corporation, association, partnership,
   organization, business, individual, government or political subdivision
   thereof or governmental agency.

     "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated as of March
   4, 2003, between the Purchaser and the Company relating to the Securities.

     "PURCHASER" shall mean the Purchaser named in Schedule I to the Purchase
   Agreement.

     "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER, that
   a Security shall cease to be a Registrable Security when (i) in the
   circumstances contemplated by Section 2(a) hereof, the Security has been
   exchanged for an Exchange Security in an Exchange Offer as contemplated in
   Section 2(a) hereof (PROVIDED that any Exchange Security that, pursuant to
   the last two sentences of Section 2(a), is included in a prospectus for use
   in connection with resales by broker-dealers shall be deemed to be a
   Registrable Security with respect to Sections 5, 6 and 9 until resale of such
   Registrable Security has been effected within the 180-day period referred to
   in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
   hereof, a Shelf Registration Statement registering such Security under the
   Securities Act has been declared or becomes effective and such Security has
   been sold or otherwise transferred by the holder thereof pursuant to and in a
   manner contemplated by such effective Shelf Registration Statement; (iii)
   such Security is sold pursuant to Rule 144 under circumstances in which any
   legend borne by such Security relating to restrictions on transferability
   thereof, under the Securities Act or otherwise, is removed by the Company or
   pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant
   to paragraph (k) of Rule 144; or (v) such Security shall cease to be
   outstanding.

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     "REGISTRATION DEFAULT" shall have the meaning assigned thereto in Section
   2(c) hereof.

     "REGISTRATION EXPENSES" shall have the meaning assigned thereto in Section
   4 hereof.

     "RESALE PERIOD" shall have the meaning assigned thereto in Section 2(a)
   hereof.

     "RESTRICTED HOLDER" shall mean (i) a holder that is an affiliate of the
   Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
   Securities outside the ordinary course of such holder's business, (iii) a
   holder who has arrangements or understandings with any person to participate
   in the Exchange Offer for the purpose of distributing Exchange Securities and
   (iv) a holder that is a broker-dealer, but only with respect to Exchange
   Securities received by such broker-dealer pursuant to an Exchange Offer in
   exchange for Registrable Securities acquired by the broker-dealer directly
   from the Company.

     "RULE 144," "RULE 405" AND "RULE 415" shall mean, in each case, such rule
   promulgated under the Securities Act (or any successor provision), as the
   same shall be amended from time to time.

     "SECURITIES" shall mean, collectively, the $200,000,000 8.250% Senior Notes
   due 2013 of the Company to be issued and sold to the Purchaser, and
   securities issued in exchange therefor or in lieu thereof pursuant to the
   Indenture.

     "SECURITIES ACT" shall mean the Securities Act of 1933, or any successor
   thereto, as the same shall be amended from time to time.

     "SHELF REGISTRATION" shall have the meaning assigned thereto in Section
   2(b) hereof.

     "SHELF REGISTRATION STATEMENT" shall have the meaning assigned thereto in
   Section 2(b) hereof.

     "SPECIAL INTEREST" shall have the meaning assigned thereto in Section 2(c)
   hereof.

     "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, or any
   successor thereto, and the rules, regulations and forms promulgated
   thereunder, all as the same shall be amended from time to time.

        Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

        2. REGISTRATION UNDER THE SECURITIES ACT.

     (a) Except as set forth in Section 2(b) below, the Company agrees to file
   under the Securities Act, as soon as practicable, but no later than 60 days
   after the Closing Date, a registration statement relating to an offer to
   exchange (such registration statement, the "Exchange Registration Statement",
   and such offer, the "Exchange Offer") any and all of the Securities for a
   like aggregate principal amount of debt securities issued by the Company,
   which debt securities are substantially identical to the Securities (and are
   entitled to the benefits of a trust indenture which is substantially
   identical to the Indenture or is the Indenture and which has been qualified
   under the Trust Indenture Act), except that they

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   have been registered pursuant to an effective registration statement under
   the Securities Act and do not contain provisions for the additional interest
   contemplated in Section 2(c) below (such new debt securities hereinafter
   called "Exchange Securities"). The Company agrees to use its best efforts to
   cause the Exchange Registration Statement to become effective under the
   Securities Act as soon as practicable, but no later than 180 days after the
   Closing Date. The Exchange Offer will be registered under the Securities Act
   on the appropriate form and will comply with all applicable tender offer
   rules and regulations under the Exchange Act. The Company further agrees to
   use its best efforts to commence and complete the Exchange Offer promptly,
   but no later than 45 days after such registration statement has become
   effective, hold the Exchange Offer open for at least 30 days and exchange
   Exchange Securities for all Registrable Securities that have been properly
   tendered and not withdrawn on or prior to the expiration of the Exchange
   Offer. The Exchange Offer will be deemed to have been "completed" only if the
   debt securities received by holders other than Restricted Holders in the
   Exchange Offer for Registrable Securities are, upon receipt, transferable by
   each such holder without restriction under the Securities Act and the
   Exchange Act and without material restrictions under the blue sky or
   securities laws of a substantial majority of the States of the United States
   of America. The Exchange Offer shall be deemed to have been completed upon
   the earlier to occur of (i) the Company having exchanged the Exchange
   Securities for all outstanding Registrable Securities pursuant to the
   Exchange Offer and (ii) the Company having exchanged, pursuant to the
   Exchange Offer, Exchange Securities for all Registrable Securities that have
   been properly tendered and not withdrawn before the expiration of the
   Exchange Offer, which shall be on a date that is at least 30 days following
   the commencement of the Exchange Offer. The Company agrees (x) to include in
   the Exchange Registration Statement a prospectus for use in any resales by
   any holder of Exchange Securities that is a broker-dealer and (y) to keep
   such Exchange Registration Statement effective for a period (the "Resale
   Period") beginning when Exchange Securities are first issued in the Exchange
   Offer and ending upon the earlier of the expiration of the 180th day after
   the Exchange Offer has been completed or such time as such broker-dealers no
   longer own any Registrable Securities. With respect to such Exchange
   Registration Statement, such broker-dealers shall have the benefit of the
   rights of indemnification and contribution set forth in Sections 6(a), (c),
   (d) and (e) hereof.

     (b) If (i) on or prior to the time the Exchange Offer is completed,
   existing Commission interpretations are changed such that the debt securities
   received by holders other than Restricted Holders in the Exchange Offer for
   Registrable Securities are not or would not be, upon receipt, transferable by
   each such holder without restriction under the Securities Act, (ii) the
   Exchange Offer has not been completed within 225 days following the Closing
   Date or (iii) the Exchange Offer is not available to any holder of the
   Securities, the Company shall, in lieu of (or, in the case of clause (iii),
   in addition to) conducting the Exchange Offer contemplated by Section 2(a),
   file under the Securities Act as soon as practicable, but no later than 30
   days after the time such obligation to file arises, a "shelf" registration
   statement providing for the registration of, and the sale on a continuous or
   delayed basis by the holders of, all of the Registrable Securities, pursuant
   to Rule 415 or any similar rule that may be adopted by the Commission (such
   filing, the "Shelf Registration" and such registration statement, the "Shelf
   Registration Statement"). The Company agrees to use its best efforts (x) to
   cause the Shelf Registration Statement to become or be declared effective no
   later than 120 days after such Shelf Registration Statement is filed and to
   keep such Shelf Registration Statement continuously effective for a period
   ending on the earlier of the second anniversary of the Effective Time or such
   time as there are no longer any Registrable Securities outstanding, PROVIDED,
   HOWEVER, that no holder shall be entitled to be

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   named as a selling securityholder in the Shelf Registration Statement or to
   use the prospectus forming a part thereof for resales of Registrable
   Securities unless such holder is an Electing Holder, and (y) after the
   Effective Time of the Shelf Registration Statement, promptly upon the request
   of any holder of Registrable Securities that is not then an Electing Holder,
   to take any action reasonably necessary to enable such holder to use the
   prospectus forming a part thereof for resales of Registrable Securities,
   including, without limitation, any action necessary to identify such holder
   as a selling securityholder in the Shelf Registration Statement, PROVIDED,
   HOWEVER, that nothing in this Clause (y) shall relieve any such holder of the
   obligation to return a completed and signed Notice and Questionnaire to the
   Company in accordance with Section 3(d)(iii) hereof. The Company further
   agrees to supplement or make amendments to the Shelf Registration Statement,
   as and when required by the rules, regulations or instructions applicable to
   the registration form used by the Company for such Shelf Registration
   Statement or by the Securities Act or rules and regulations thereunder for
   shelf registration, and the Company agrees to furnish to each Electing Holder
   copies of any such supplement or amendment prior to its being used or
   promptly following its filing with the Commission.

     (c) In the event that (i) the Company has not filed the Exchange
   Registration Statement or Shelf Registration Statement on or before the date
   on which such registration statement is required to be filed pursuant to
   Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
   Statement or Shelf Registration Statement has not become effective or been
   declared effective by the Commission on or before the date on which such
   registration statement is required to become or be declared effective
   pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
   has not been completed within 45 days after the initial effective date of the
   Exchange Registration Statement relating to the Exchange Offer (if the
   Exchange Offer is then required to be made) or (iv) any Exchange Registration
   Statement or Shelf Registration Statement required by Section 2(a) or 2(b)
   hereof is filed and declared effective but shall thereafter either be
   withdrawn by the Company or shall become subject to an effective stop order
   issued pursuant to Section 8(d) of the Securities Act suspending the
   effectiveness of such registration statement (except as specifically
   permitted herein) without being succeeded immediately by an additional
   registration statement filed and declared effective (each such event referred
   to in clauses (i) through (iv), a "Registration Default" and each period
   during which a Registration Default has occurred and is continuing, a
   "Registration Default Period"), then, as liquidated damages for such
   Registration Default, subject to the provisions of Section 9(b), special
   interest ("Special Interest"), in addition to the Base Interest, shall accrue
   at a per annum rate of 0.50% for the first 90 days of the Registration
   Default Period, at a per annum rate of 1.00% for the second 90 days of the
   Registration Default Period, at a per annum rate of 1.50% for the third 90
   days of the Registration Default Period and at a per annum rate of 2.0%
   thereafter for the remaining portion of the Registration Default Period.

     (d) The Company shall take all actions necessary or advisable to be taken
   by it to ensure that the transactions contemplated herein are effected as so
   contemplated.

     (e) Any reference herein to a registration statement as of any time shall
   be deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time and any reference herein to any
   post-effective amendment to a registration statement as of any time shall be
   deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time.

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        3. REGISTRATION PROCEDURES.

        If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

     (a) At or before the Effective Time of the Exchange Offer or the Shelf
   Registration, as the case may be, the Company shall qualify the Indenture
   under the Trust Indenture Act of 1939.

     (b) In the event that such qualification would require the appointment of a
   new trustee under the Indenture, the Company shall appoint a new trustee
   thereunder pursuant to the applicable provisions of the Indenture.

     (c) In connection with the Company's obligations with respect to the
   registration of Exchange Securities as contemplated by Section 2(a) (the
   "Exchange Registration"), if applicable, the Company shall, as soon as
   practicable (or as otherwise specified):

            (i)     prepare and file with the Commission, as soon as practicable
        but no later than 60 days after the Closing Date, an Exchange
        Registration Statement on any form which may be utilized by the Company
        and which shall permit the Exchange Offer and resales of Exchange
        Securities by broker-dealers during the Resale Period to be effected as
        contemplated by Section 2(a), and use its best efforts to cause such
        Exchange Registration Statement to become effective as soon as
        practicable thereafter, but no later than 180 days after the Closing
        Date;

            (ii)    prepare and file with the Commission such amendments and
        supplements to such Exchange Registration Statement and the prospectus
        included therein as may be necessary to effect and maintain the
        effectiveness of such Exchange Registration Statement for the periods
        and purposes contemplated in Section 2(a) hereof and as may be required
        by the applicable rules and regulations of the Commission and the
        instructions applicable to the form of such Exchange Registration
        Statement, and promptly provide each broker-dealer holding Exchange
        Securities with such number of copies of the prospectus included therein
        (as then amended or supplemented), in conformity in all material
        respects with the requirements of the Securities Act and the Trust
        Indenture Act and the rules and regulations of the Commission
        thereunder, as such broker-dealer reasonably may request prior to the
        expiration of the Resale Period, for use in connection with resales of
        Exchange Securities;

            (iii)   promptly notify each broker-dealer that has requested or
        received copies of the prospectus included in such registration
        statement, and confirm such advice in writing, (A) when such Exchange
        Registration Statement or the prospectus included therein or any
        prospectus amendment or supplement or post-effective amendment has been
        filed, and, with respect to such Exchange Registration Statement or any
        post-effective amendment, when the same has become effective, (B) of any
        comments by the Commission and by the blue sky or securities
        commissioner or regulator of any state with respect thereto or any
        request by the Commission for amendments or supplements to such Exchange
        Registration Statement or prospectus or for additional information, (C)
        of the issuance by the Commission of any stop order suspending the
        effectiveness of such Exchange Registration Statement or the initiation
        or threatening of any proceedings for that purpose, (D) if at any time
        the representations and warranties of the Company contemplated by

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        Section 5 cease to be true and correct in all material respects, (E) of
        the receipt by the Company of any notification with respect to the
        suspension of the qualification of the Exchange Securities for sale in
        any jurisdiction or the initiation or threatening of any proceeding for
        such purpose, or (F) at any time during the Resale Period when a
        prospectus is required to be delivered under the Securities Act, that
        such Exchange Registration Statement, prospectus, prospectus amendment
        or supplement or post-effective amendment does not conform in all
        material respects to the applicable requirements of the Securities Act
        and the Trust Indenture Act and the rules and regulations of the
        Commission thereunder or contains an untrue statement of a material fact
        or omits to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of the
        circumstances then existing;

            (iv)    in the event that the Company would be required, pursuant to
        Section 3(c)(iii)(F) above, to notify any broker-dealers holding
        Exchange Securities, without delay prepare and furnish to each such
        holder a reasonable number of copies of a prospectus supplemented or
        amended so that, as thereafter delivered to purchasers of such Exchange
        Securities during the Resale Period, such prospectus shall conform in
        all material respects to the applicable requirements of the Securities
        Act and the Trust Indenture Act and the rules and regulations of the
        Commission thereunder and shall not contain an untrue statement of a
        material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading in
        light of the circumstances then existing;

            (v)     use its best efforts to obtain the withdrawal of any order
        suspending the effectiveness of such Exchange Registration Statement or
        any post-effective amendment thereto at the earliest practicable date;

            (vi)    use its best efforts to (A) register or qualify the Exchange
        Securities under the securities laws or blue sky laws of such
        jurisdictions as are contemplated by Section 2(a) no later than the
        commencement of the Exchange Offer, (B) keep such registrations or
        qualifications in effect and comply with such laws so as to permit the
        continuance of offers, sales and dealings therein in such jurisdictions
        until the expiration of the Resale Period and (C) take any and all other
        actions as may be reasonably necessary or advisable to enable each
        broker-dealer holding Exchange Securities to consummate the disposition
        thereof in such jurisdictions; PROVIDED, HOWEVER, that the Company shall
        not be required for any such purpose to (1) qualify as a foreign
        corporation in any jurisdiction wherein it would not otherwise be
        required to qualify but for the requirements of this Section 3(c)(vi),
        (2) consent to general service of process in any such jurisdiction or
        (3) make any changes to its certificate of incorporation or by-laws or
        any agreement between it and its stockholders;

            (vii)   use its best efforts to obtain the consent or approval of
        each governmental agency or authority, whether federal, state or local,
        which may be required to effect the Exchange Registration, the Exchange
        Offer and the offering and sale of Exchange Securities by broker-dealers
        during the Resale Period;

            (viii)  provide a CUSIP number for all Exchange Securities, not
        later than the applicable Effective Time;

            (ix)    comply with all applicable rules and regulations of the
        Commission, and make generally available to its securityholders as soon
        as practicable but no later

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        than eighteen months after the effective date of such Exchange
        Registration Statement, an earning statement of the Company and its
        subsidiaries complying with Section 11(a) of the Securities Act
        (including, at the option of the Company, Rule 158 thereunder).

     (d) In connection with the Company's obligations with respect to the Shelf
   Registration, if applicable, the Company shall, as soon as practicable (or as
   otherwise specified):

            (i)     prepare and file with the Commission, as soon as practicable
        but in any case within the time periods specified in Section 2(b), a
        Shelf Registration Statement on any form which may be utilized by the
        Company and which shall register all of the Registrable Securities for
        resale by the holders thereof in accordance with such method or methods
        of disposition as may be specified by such of the holders as, from time
        to time, may be Electing Holders and use its best efforts to cause such
        Shelf Registration Statement to become effective as soon as practicable
        but in any case within the time periods specified in Section 2(b);

            (ii)    not less than 30 calendar days prior to the Effective Time
        of the Shelf Registration Statement, mail the Notice and Questionnaire
        to the holders of Registrable Securities; no holder shall be entitled to
        be named as a selling securityholder in the Shelf Registration Statement
        as of the Effective Time, and no holder shall be entitled to use the
        prospectus forming a part thereof for resales of Registrable Securities
        at any time, unless such holder has returned a completed and signed
        Notice and Questionnaire to the Company by the deadline for response set
        forth therein; PROVIDED, HOWEVER, holders of Registrable Securities
        shall have at least 28 calendar days from the date on which the Notice
        and Questionnaire is first mailed to such holders to return a completed
        and signed Notice and Questionnaire to the Company;

            (iii)   after the Effective Time of the Shelf Registration
        Statement, upon the request of any holder of Registrable Securities that
        is not then an Electing Holder, promptly send a Notice and Questionnaire
        to such holder; PROVIDED that the Company shall not be required to take
        any action to name such holder as a selling securityholder in the Shelf
        Registration Statement or to enable such holder to use the prospectus
        forming a part thereof for resales of Registrable Securities until such
        holder has returned a completed and signed Notice and Questionnaire to
        the Company;

            (iv)    prepare and file with the Commission such amendments and
        supplements to such Shelf Registration Statement and the prospectus
        included therein as may be necessary to effect and maintain the
        effectiveness of such Shelf Registration Statement for the period
        specified in Section 2(b) hereof and as may be required by the
        applicable rules and regulations of the Commission and the instructions
        applicable to the form of such Shelf Registration Statement, and furnish
        to the Electing Holders copies of any such supplement or amendment
        simultaneously with or prior to its being used or filed with the
        Commission;

            (v)     comply with the provisions of the Securities Act with
        respect to the disposition of all of the Registrable Securities covered
        by such Shelf Registration Statement in accordance with the intended
        methods of disposition by the Electing Holders provided for in such
        Shelf Registration Statement;

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            (vi)    provide (A) the Electing Holders, (B) the underwriters
        (which term, for purposes of this Exchange and Registration Rights
        Agreement, shall include a person deemed to be an underwriter within the
        meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C)
        any sales or placement agent therefor, (D) counsel for any such
        underwriter or agent and (E) not more than one counsel for all the
        Electing Holders the opportunity to participate in the preparation of
        such Shelf Registration Statement, each prospectus included therein or
        filed with the Commission and each amendment or supplement thereto;

            (vii)   for a reasonable period prior to the filing of such Shelf
        Registration Statement, and throughout the period specified in Section
        2(b), make available at reasonable times at the Company's principal
        place of business or such other reasonable place for inspection by the
        persons referred to in Section 3(d)(vi) who shall certify to the Company
        that they have a current intention to sell the Registrable Securities
        pursuant to the Shelf Registration such financial and other information
        and books and records of the Company, and cause the officers, employees,
        counsel and independent certified public accountants of the Company to
        respond to such inquiries, as shall be reasonably necessary, in the
        judgment of the respective counsel referred to in such Section, to
        conduct a reasonable investigation within the meaning of Section 11 of
        the Securities Act; PROVIDED, HOWEVER, that each such party shall be
        required to maintain in confidence and not to disclose to any other
        person any information or records reasonably designated by the Company
        as being confidential, until such time as (A) such information becomes a
        matter of public record (whether by virtue of its inclusion in such
        registration statement or otherwise), or (B) such person shall be
        required so to disclose such information pursuant to a subpoena or order
        of any court or other governmental agency or body having jurisdiction
        over the matter (subject to the requirements of such order, and only
        after such person shall have given the Company prompt prior written
        notice of such requirement), or (C) such information is required to be
        set forth in such Shelf Registration Statement or the prospectus
        included therein or in an amendment to such Shelf Registration Statement
        or an amendment or supplement to such prospectus in order that such
        Shelf Registration Statement, prospectus, amendment or supplement, as
        the case may be, complies with applicable requirements of the federal
        securities laws and the rules and regulations of the Commission and does
        not contain an untrue statement of a material fact or omit to state
        therein a material fact required to be stated therein or necessary to
        make the statements therein not misleading in light of the circumstances
        then existing;

            (viii)  promptly notify each of the Electing Holders, any sales or
        placement agent therefor and any underwriter thereof (which notification
        may be made through any managing underwriter that is a representative of
        such underwriter for such purpose) and confirm such advice in writing,
        (A) when such Shelf Registration Statement or the prospectus included
        therein or any prospectus amendment or supplement or post-effective
        amendment has been filed, and, with respect to such Shelf Registration
        Statement or any post-effective amendment, when the same has become
        effective, in each case making a public announcement thereof by release
        made to Bloomberg Business News, (B) of any comments by the Commission
        and by the blue sky or securities commissioner or regulator of any state
        with respect thereto or any request by the Commission for amendments or
        supplements to such Shelf Registration Statement or prospectus or for
        additional information, (C) of the issuance by the Commission of any
        stop order suspending the effectiveness of such

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        Shelf Registration Statement or the initiation or threatening of any
        proceedings for that purpose, (D) if at any time the representations and
        warranties of the Company contemplated by Section 3(d)(xvii) or Section
        5 cease to be true and correct in all material respects, (E) of the
        receipt by the Company of any notification with respect to the
        suspension of the qualification of the Registrable Securities for sale
        in any jurisdiction or the initiation or threatening of any proceeding
        for such purpose, or (F) if at any time when a prospectus is required to
        be delivered under the Securities Act, that such Shelf Registration
        Statement, prospectus, prospectus amendment or supplement or
        post-effective amendment does not conform in all material respects to
        the applicable requirements of the Securities Act and the Trust
        Indenture Act and the rules and regulations of the Commission thereunder
        or contains an untrue statement of a material fact or omits to state any
        material fact required to be stated therein or necessary to make the
        statements therein not misleading in light of the circumstances then
        existing;

            (ix)    use its best efforts to obtain the withdrawal of any order
        suspending the effectiveness of such registration statement or any
        post-effective amendment thereto at the earliest practicable date;

            (x)     if requested by any managing underwriter or underwriters,
        any placement or sales agent or any Electing Holder, promptly
        incorporate in a prospectus supplement or post-effective amendment such
        information as is required by the applicable rules and regulations of
        the Commission and as such managing underwriter or underwriters, such
        agent or such Electing Holder specifies should be included therein
        relating to the terms of the sale of such Registrable Securities,
        including information with respect to the principal amount of
        Registrable Securities being sold by such Electing Holder or agent or to
        any underwriters, the name and description of such Electing Holder,
        agent or underwriter, the offering price of such Registrable Securities
        and any discount, commission or other compensation payable in respect
        thereof, the purchase price being paid therefor by such underwriters and
        with respect to any other terms of the offering of the Registrable
        Securities to be sold by such Electing Holder or agent or to such
        underwriters; and make all required filings of such prospectus
        supplement or post-effective amendment promptly after notification of
        the matters to be incorporated in such prospectus supplement or
        post-effective amendment;

            (xi)    furnish to each Electing Holder, each placement or sales
        agent, if any, therefor, each underwriter, if any, thereof and the
        respective counsel referred to in Section 3(d)(vi) an executed copy (or,
        in the case of an Electing Holder, a conformed copy) of such Shelf
        Registration Statement, each such amendment and supplement thereto (in
        each case including all exhibits thereto (in the case of an Electing
        Holder of Registrable Securities, upon request) and documents
        incorporated by reference therein) and such number of copies of such
        Shelf Registration Statement (excluding exhibits thereto and documents
        incorporated by reference therein unless specifically so requested by
        such Electing Holder, agent or underwriter, as the case may be) and of
        the prospectus included in such Shelf Registration Statement (including
        each preliminary prospectus and any summary prospectus), in conformity
        in all material respects with the applicable requirements of the
        Securities Act and the Trust Indenture Act and the rules and regulations
        of the Commission thereunder, and such other documents, as such Electing
        Holder, agent, if any, and underwriter, if any, may reasonably request
        in order to facilitate the offering and disposition of the

                                       10
<Page>

        Registrable Securities owned by such Electing Holder, offered or sold by
        such agent or underwritten by such underwriter and to permit such
        Electing Holder, agent and underwriter to satisfy the prospectus
        delivery requirements of the Securities Act; and the Company hereby
        consents to the use of such prospectus (including such preliminary and
        summary prospectus) and any amendment or supplement thereto by each such
        Electing Holder and by any such agent and underwriter, in each case in
        the form most recently provided to such person by the Company, in
        connection with the offering and sale of the Registrable Securities
        covered by the prospectus (including such preliminary and summary
        prospectus) or any supplement or amendment thereto;

            (xii)   use its best efforts to (A) register or qualify the
        Registrable Securities to be included in such Shelf Registration
        Statement under such securities laws or blue sky laws of such
        jurisdictions as any Electing Holder and each placement or sales agent,
        if any, therefor and underwriter, if any, thereof shall reasonably
        request, (B) keep such registrations or qualifications in effect and
        comply with such laws so as to permit the continuance of offers, sales
        and dealings therein in such jurisdictions during the period the Shelf
        Registration is required to remain effective under Section 2(b) above
        and for so long as may be necessary to enable any such Electing Holder,
        agent or underwriter to complete its distribution of Securities pursuant
        to such Shelf Registration Statement and (C) take any and all other
        actions as may be reasonably necessary or advisable to enable each such
        Electing Holder, agent, if any, and underwriter, if any, to consummate
        the disposition in such jurisdictions of such Registrable Securities;
        PROVIDED, HOWEVER, that the Company shall not be required for any such
        purpose to (1) qualify as a foreign corporation in any jurisdiction
        wherein it would not otherwise be required to qualify but for the
        requirements of this Section 3(d)(xii), (2) consent to general service
        of process in any such jurisdiction or (3) make any changes to its
        certificate of incorporation or by-laws or any agreement between it and
        its stockholders;

            (xiii)  use its best efforts to obtain the consent or approval of
        each governmental agency or authority, whether federal, state or local,
        which may be required to effect the Shelf Registration or the offering
        or sale in connection therewith or to enable the selling holder or
        holders to offer, or to consummate the disposition of, their Registrable
        Securities;

            (xiv)   Unless any Registrable Securities shall be in book-entry
        only form, cooperate with the Electing Holders and the managing
        underwriters, if any, to facilitate the timely preparation and delivery
        of certificates representing Registrable Securities to be sold, which
        certificates, if so required by any securities exchange upon which any
        Registrable Securities are listed, shall be penned, lithographed or
        engraved, or produced by any combination of such methods, on steel
        engraved borders, and which certificates shall not bear any restrictive
        legends; and, in the case of an underwritten offering, enable such
        Registrable Securities to be in such denominations and registered in
        such names as the managing underwriters may request at least two
        business days prior to any sale of the Registrable Securities;

            (xv)    provide a CUSIP number for all Registrable Securities, not
        later than the applicable Effective Time;

                                       11
<Page>

            (xvi)   enter into one or more underwriting agreements, engagement
        letters, agency agreements, "best efforts" underwriting agreements or
        similar agreements, as appropriate, including customary provisions
        relating to indemnification and contribution, and take such other
        actions in connection therewith as any Electing Holders aggregating at
        least 25% in aggregate principal amount of the Registrable Securities at
        the time outstanding shall request in order to expedite or facilitate
        the disposition of such Registrable Securities;

            (xvii)  whether or not an agreement of the type referred to in
        Section 3(d)(xvi) hereof is entered into and whether or not any portion
        of the offering contemplated by the Shelf Registration is an
        underwritten offering or is made through a placement or sales agent or
        any other entity, (A) make such representations and warranties to the
        Electing Holders and the placement or sales agent, if any, therefor and
        the underwriters, if any, thereof in form, substance and scope as are
        customarily made in connection with an offering of debt securities
        pursuant to any appropriate agreement or to a registration statement
        filed on the form applicable to the Shelf Registration; (B) obtain an
        opinion of counsel to the Company in customary form and covering such
        matters, of the type customarily covered by such an opinion, as the
        managing underwriters, if any, or as any Electing Holders of at least
        25% in aggregate principal amount of the Registrable Securities at the
        time outstanding may reasonably request, addressed to such Electing
        Holder or Electing Holders and the placement or sales agent, if any,
        therefor and the underwriters, if any, thereof and dated the effective
        date of such Shelf Registration Statement (and if such Shelf
        Registration Statement contemplates an underwritten offering of a part
        or all of the Registrable Securities, dated the date of the closing
        under the underwriting agreement relating thereto) (it being agreed that
        the matters to be covered by such opinion shall include the due
        incorporation and good standing of the Company and its subsidiaries; the
        qualification of the Company and its subsidiaries to transact business
        as foreign corporations; the due authorization, execution and delivery
        of the relevant agreement of the type referred to in Section 3(d)(xvi)
        hereof; the due authorization, execution, authentication and issuance,
        and the validity and enforceability, of the Securities; the absence of
        material legal or governmental proceedings involving the Company; the
        absence of a breach by the Company or any of its subsidiaries of, or a
        default under, material agreements binding upon the Company or any
        subsidiary of the Company; the absence of governmental approvals
        required to be obtained in connection with the Shelf Registration, the
        offering and sale of the Registrable Securities, this Exchange and
        Registration Rights Agreement or any agreement of the type referred to
        in Section 3(d)(xvi) hereof, except such approvals as may be required
        under state securities or blue sky laws; the material compliance as to
        form of such Shelf Registration Statement and any documents incorporated
        by reference therein and of the Indenture with the requirements of the
        Securities Act and the Trust Indenture Act and the rules and regulations
        of the Commission thereunder, respectively; and, as of the date of the
        opinion and of the Shelf Registration Statement or most recent
        post-effective amendment thereto, as the case may be, the absence from
        such Shelf Registration Statement and the prospectus included therein,
        as then amended or supplemented, and from the documents incorporated by
        reference therein (in each case other than the financial statements and
        other financial information contained therein) of an untrue statement of
        a material fact or the omission to state therein a material fact
        necessary to make the statements therein not misleading (in the case of
        such documents, in the light of the circumstances existing at the time
        that such documents were filed with the

                                       12
<Page>

        Commission under the Exchange Act)); (C) obtain a "cold comfort" letter
        or letters from the independent certified public accountants of the
        Company addressed to the selling Electing Holders, the placement or
        sales agent, if any, therefor or the underwriters, if any, thereof,
        dated (i) the effective date of such Shelf Registration Statement and
        (ii) the effective date of any prospectus supplement to the prospectus
        included in such Shelf Registration Statement or post-effective
        amendment to such Shelf Registration Statement which includes unaudited
        or audited financial statements as of a date or for a period subsequent
        to that of the latest such statements included in such prospectus (and,
        if such Shelf Registration Statement contemplates an underwritten
        offering pursuant to any prospectus supplement to the prospectus
        included in such Shelf Registration Statement or post-effective
        amendment to such Shelf Registration Statement which includes unaudited
        or audited financial statements as of a date or for a period subsequent
        to that of the latest such statements included in such prospectus, dated
        the date of the closing under the underwriting agreement relating
        thereto), such letter or letters to be in customary form and covering
        such matters of the type customarily covered by letters of such type;
        (D) deliver such documents and certificates, including officers'
        certificates, as may be reasonably requested by any Electing Holders of
        at least 25% in aggregate principal amount of the Registrable Securities
        at the time outstanding or the placement or sales agent, if any,
        therefor and the managing underwriters, if any, thereof to evidence the
        accuracy of the representations and warranties made pursuant to clause
        (A) above or those contained in Section 5(a) hereof and the compliance
        with or satisfaction of any agreements or conditions contained in the
        underwriting agreement or other agreement entered into by the Company;
        and (E) undertake such obligations relating to expense reimbursement,
        indemnification and contribution as are provided in Section 6 hereof;

            (xviii) notify in writing each holder of Registrable Securities of
        any proposal by the Company to amend or waive any provision of this
        Exchange and Registration Rights Agreement pursuant to Section 9(h)
        hereof and of any amendment or waiver effected pursuant thereto, each of
        which notices shall contain the text of the amendment or waiver proposed
        or effected, as the case may be;

            (xix)   in the event that any broker-dealer registered under the
        Exchange Act shall underwrite any Registrable Securities or participate
        as a member of an underwriting syndicate or selling group or "assist in
        the distribution" (within the meaning of the Conduct Rules (the "Conduct
        Rules") of the National Association of Securities Dealers, Inc. ("NASD")
        or any successor thereto, as amended from time to time) thereof, whether
        as a holder of such Registrable Securities or as an underwriter, a
        placement or sales agent or a broker or dealer in respect thereof, or
        otherwise, assist such broker-dealer in complying with the requirements
        of such Conduct Rules, including by (A) if such Conduct Rules shall so
        require, engaging a "qualified independent underwriter" (as defined in
        such Conduct Rules) to participate in the preparation of the Shelf
        Registration Statement relating to such Registrable Securities, to
        exercise usual standards of due diligence in respect thereto and, if any
        portion of the offering contemplated by such Shelf Registration
        Statement is an underwritten offering or is made through a placement or
        sales agent, to recommend the yield of such Registrable Securities, (B)
        indemnifying any such qualified independent underwriter to the extent of
        the indemnification of underwriters provided in Section 6 hereof (or to
        such other customary extent as may be requested by such underwriter),
        and (C) providing such information to such broker-dealer as may be

                                       13
<Page>

        required in order for such broker-dealer to comply with the requirements
        of the Conduct Rules; and

            (xx)    comply with all applicable rules and regulations of the
        Commission, and make generally available to its securityholders as soon
        as practicable but in any event not later than eighteen months after the
        effective date of such Shelf Registration Statement, an earning
        statement of the Company and its subsidiaries complying with Section
        11(a) of the Securities Act (including, at the option of the Company,
        Rule 158 thereunder).

     (e) In the event that the Company would be required, pursuant to Section
   3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
   agent, if any, therefor and the managing underwriters, if any, thereof, the
   Company shall without delay prepare and furnish to each of the Electing
   Holders, to each placement or sales agent, if any, and to each such
   underwriter, if any, a reasonable number of copies of a prospectus
   supplemented or amended so that, as thereafter delivered to purchasers of
   Registrable Securities, such prospectus shall conform in all material
   respects to the applicable requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   shall not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in light of the circumstances then
   existing. Each Electing Holder agrees that upon receipt of any notice from
   the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
   shall forthwith discontinue the disposition of Registrable Securities
   pursuant to the Shelf Registration Statement applicable to such Registrable
   Securities until such Electing Holder shall have received copies of such
   amended or supplemented prospectus, and if so directed by the Company, such
   Electing Holder shall deliver to the Company (at the Company's expense) all
   copies, other than permanent file copies, then in such Electing Holder's
   possession of the prospectus covering such Registrable Securities at the time
   of receipt of such notice.

     (f) In the event of a Shelf Registration, in addition to the information
   required to be provided by each Electing Holder in its Notice and
   Questionnaire, the Company may require such Electing Holder to furnish to the
   Company such additional information regarding such Electing Holder and such
   Electing Holder's intended method of distribution of Registrable Securities
   as may be required in order to comply with the Securities Act. Each such
   Electing Holder agrees to notify the Company as promptly as practicable of
   any inaccuracy or change in information previously furnished by such Electing
   Holder to the Company or of the occurrence of any event in either case as a
   result of which any prospectus relating to such Shelf Registration contains
   or would contain an untrue statement of a material fact regarding such
   Electing Holder or such Electing Holder's intended method of disposition of
   such Registrable Securities or omits to state any material fact regarding
   such Electing Holder or such Electing Holder's intended method of disposition
   of such Registrable Securities required to be stated therein or necessary to
   make the statements therein not misleading in light of the circumstances then
   existing, and promptly to furnish to the Company any additional information
   required to correct and update any previously furnished information or
   required so that such prospectus shall not contain, with respect to such
   Electing Holder or the disposition of such Registrable Securities, an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading in
   light of the circumstances then existing.

                                       14
<Page>

     (g) Until the expiration of two years after the Closing Date, the Company
   will not, and will not permit any of its "affiliates" (as defined in Rule
   144) to, resell any of the Securities that have been reacquired by any of
   them except pursuant to an effective registration statement under the
   Securities Act.

     4. REGISTRATION EXPENSES.

        The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority in aggregate principal amount of the
Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

     5. REPRESENTATIONS AND WARRANTIES.

                                       15
<Page>

        The Company represents and warrants to, and agrees with, the Purchaser
and each of the holders from time to time of Registrable Securities that:

     (a) Each registration statement covering Registrable Securities and each
   prospectus (including any preliminary or summary prospectus) contained
   therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
   further amendments or supplements to any such registration statement or
   prospectus, when it becomes effective or is filed with the Commission, as the
   case may be, and, in the case of an underwritten offering of Registrable
   Securities, at the time of the closing under the underwriting agreement
   relating thereto conformed or will conform in all material respects to the
   applicable requirements of the Securities Act and the Trust Indenture Act and
   the applicable rules and regulations of the Commission thereunder and did not
   and will not contain an untrue statement of a material fact or omit to state
   a material fact necessary in order to make the statements therein, in the
   light of the circumstances under which they were made, not misleading; and at
   all times subsequent to the Effective Time when a prospectus would be
   required to be delivered under the Securities Act, other than from (i) such
   time as a notice has been given to holders of Registrable Securities pursuant
   to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time
   as the Company furnishes an amended or supplemented prospectus pursuant to
   Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
   and each prospectus (including any summary prospectus) contained therein or
   furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
   supplemented, will conform in all material respects to the applicable
   requirements of the Securities Act and the Trust Indenture Act and the
   applicable rules and regulations of the Commission thereunder and will not
   contain an untrue statement of a material fact or omit to state a material
   fact necessary in order to make the statements therein, in light of the
   circumstances under which they were made, not misleading; PROVIDED, however,
   that this representation and warranty shall not apply to any statements or
   omissions made in reliance upon and in conformity with information furnished
   in writing to the Company by a holder of Registrable Securities expressly for
   use therein.

     (b) Any documents incorporated by reference in any prospectus referred to
   in Section 5(a) hereof, when they became effective or were filed with the
   Commission, as the case may be, conformed in all material respects to the
   requirements of the Securities Act or the Exchange Act, as applicable and the
   rules and regulations of the commission thereunder, and none of such
   documents contained an untrue statement of a material fact or will omit or
   omitted to state a material fact required to be stated therein or necessary
   to make the statements therein not misleading; and any further documents so
   filed and incorporated by reference in any prospectus referred to in Section
   5(a) hereof or any further amendment or supplement thereto, when such
   documents become effective or are filed with the Commission, as the case may
   be, will conform in all material respects to the requirements of the
   Securities Act or the Exchange Act, as applicable, and the rules and
   regulations of the Commission thereunder and will not contain an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading;
   PROVIDED, HOWEVER, that this representation and warranty shall not apply to
   any statements or omissions made in reliance upon and in conformity with
   information furnished in writing to the Company by a holder of Registrable
   Securities expressly for use therein.

     (c) The compliance by the Company with all of the provisions of this
   Exchange and Registration Rights Agreement and the consummation of the
   transactions herein contemplated will not conflict with or result in a breach
   or violation of any of the material

                                       16
<Page>

   terms or provisions of, or constitute a default under, any material
   indenture, mortgage, deed of trust, loan agreement or other material
   agreement or instrument to which the Company or any of its subsidiary is a
   party or by which the Company or any of its subsidiary is bound or to which
   any of the property or assets of the Company or any of its subsidiary is
   subject, nor will such action result in any violation of the provisions of
   the Certificate of Incorporation or the By-laws of the Company or any of its
   subsidiaries or any statute or any order, rule or regulation of any court or
   governmental agency or body having jurisdiction over the Company or any of
   its subsidiary or any of their properties; and no consent, approval,
   authorization, order, registration or qualification of or with any court or
   governmental agency or body is required for the consummation by the Company
   of the transactions contemplated by this Exchange and Registration Rights
   Agreement, except the registration under the Securities Act of the
   Securities, qualification of the Indenture under the Trust Indenture Act and
   such consents, approvals, authorizations, registrations or qualifications as
   may be required under State securities or Blue Sky laws in connection with
   the offering and distribution of the Securities.

     (d) This Exchange and Registration Rights Agreement has been duly
   authorized, and when the Registrable Securities are issued and delivered
   pursuant to this Agreement, will have been duly executed and delivered by the
   Company.

     6. INDEMNIFICATION.

     (a) INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
   harmless each of the holders of Registrable Securities included in an
   Exchange Registration Statement, each of the Electing Holders of Registrable
   Securities included in a Shelf Registration Statement and each person who
   participates as a placement or sales agent or as an underwriter in any
   offering or sale of such Registrable Securities against any losses, claims,
   damages or liabilities, joint or several, to which such holder, agent or
   underwriter may become subject under the Securities Act or otherwise, insofar
   as such losses, claims, damages or liabilities (or actions in respect
   thereof) arise out of or are based upon an untrue statement or alleged untrue
   statement of a material fact contained in any Exchange Registration Statement
   or Shelf Registration Statement, as the case may be, under which such
   Registrable Securities were registered under the Securities Act, or any
   preliminary, final or summary prospectus contained therein or furnished by
   the Company to any such holder, Electing Holder, agent or underwriter, or any
   amendment or supplement thereto, or arise out of or are based upon the
   omission or alleged omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein not misleading,
   and will reimburse such holder, such Electing Holder, such agent and such
   underwriter for any legal or other expenses reasonably incurred by them in
   connection with investigating or defending any such action or claim as such
   expenses are incurred; PROVIDED, HOWEVER, that the Company shall not be
   liable to any such person in any such case to the extent that any such loss,
   claim, damage or liability arises out of or is based upon an untrue statement
   or alleged untrue statement or omission or alleged omission made in such
   registration statement, or preliminary, final or summary prospectus, or
   amendment or supplement thereto, in reliance upon and in conformity with
   written information furnished to the Company by such person expressly for use
   therein.

     (b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS. The
   Company may require, as a condition to including any Registrable Securities
   in any registration statement filed pursuant to Section 2(b) hereof and to
   entering into any underwriting agreement with respect thereto, that the
   Company shall have received an undertaking

                                       17
<Page>

   reasonably satisfactory to it from the Electing Holder of such Registrable
   Securities and from each underwriter named in any such underwriting
   agreement, severally and not jointly, to (i) indemnify and hold harmless the
   Company, and all other holders of Registrable Securities, against any losses,
   claims, damages or liabilities to which the Company or such other holders of
   Registrable Securities may become subject, under the Securities Act or
   otherwise, insofar as such losses, claims, damages or liabilities (or actions
   in respect thereof) arise out of or are based upon an untrue statement or
   alleged untrue statement of a material fact contained in such registration
   statement, or any preliminary, final or summary prospectus contained therein
   or furnished by the Company to any such Electing Holder, agent or
   underwriter, or any amendment or supplement thereto, or arise out of or are
   based upon the omission or alleged omission to state therein a material fact
   required to be stated therein or necessary to make the statements therein not
   misleading, in each case to the extent, but only to the extent, that such
   untrue statement or alleged untrue statement or omission or alleged omission
   was made in reliance upon and in conformity with written information
   furnished to the Company by such Electing Holder or underwriter expressly for
   use therein, and (ii) reimburse the Company for any legal or other expenses
   reasonably incurred by the Company in connection with investigating or
   defending any such action or claim as such expenses are incurred; PROVIDED,
   HOWEVER, that no such Electing Holder shall be required to undertake
   liability to any person under this Section 6(b) for any amounts in excess of
   the dollar amount of the proceeds to be received by such Electing Holder from
   the sale of such Electing Holder's Registrable Securities pursuant to such
   registration.

     (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified party
   under subsection (a) or (b) above of written notice of the commencement of
   any action, such indemnified party shall, if a claim in respect thereof is to
   be made against an indemnifying party pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; but the omission so to
   notify the indemnifying party shall not relieve it from any liability which
   it may have to any indemnified party otherwise than under the indemnification
   provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
   such action shall be brought against any indemnified party and it shall
   notify an indemnifying party of the commencement thereof, such indemnifying
   party shall be entitled to participate therein and, to the extent that it
   shall wish, jointly with any other indemnifying party similarly notified, to
   assume the defense thereof, with counsel reasonably satisfactory to such
   indemnified party (who shall not, except with the consent of the indemnified
   party, be counsel to the indemnifying party), and, after notice from the
   indemnifying party to such indemnified party of its election so to assume the
   defense thereof, such indemnifying party shall not be liable to such
   indemnified party for any legal expenses of other counsel or any other
   expenses, in each case subsequently incurred by such indemnified party, in
   connection with the defense thereof other than reasonable costs of
   investigation. No indemnifying party shall, without the written consent of
   the indemnified party, effect the settlement or compromise of, or consent to
   the entry of any judgment with respect to, any pending or threatened action
   or claim in respect of which indemnification or contribution may be sought
   hereunder (whether or not the indemnified party is an actual or potential
   party to such action or claim) unless such settlement, compromise or judgment
   (i) includes an unconditional release of the indemnified party from all
   liability arising out of such action or claim and (ii) does not include a
   statement as to or an admission of fault, culpability or a failure to act by
   or on behalf of any indemnified party.

     (d) CONTRIBUTION. If for any reason the indemnification provisions
   contemplated by Section 6(a) or Section 6(b) are unavailable to or
   insufficient to hold harmless an

                                       18
<Page>

   indemnified party in respect of any losses, claims, damages or liabilities
   (or actions in respect thereof) referred to therein, then each indemnifying
   party shall contribute to the amount paid or payable by such indemnified
   party as a result of such losses, claims, damages or liabilities (or actions
   in respect thereof) in such proportion as is appropriate to reflect the
   relative fault of the indemnifying party and the indemnified party in
   connection with the statements or omissions which resulted in such losses,
   claims, damages or liabilities (or actions in respect thereof), as well as
   any other relevant equitable considerations. The relative fault of such
   indemnifying party and indemnified party shall be determined by reference to,
   among other things, whether the untrue or alleged untrue statement of a
   material fact or omission or alleged omission to state a material fact
   relates to information supplied by such indemnifying party or by such
   indemnified party, and the parties' relative intent, knowledge, access to
   information and opportunity to correct or prevent such statement or omission.
   The parties hereto agree that it would not be just and equitable if
   contributions pursuant to this Section 6(d) were determined by pro rata
   allocation (even if the holders or any agents or underwriters or all of them
   were treated as one entity for such purpose) or by any other method of
   allocation which does not take account of the equitable considerations
   referred to in this Section 6(d). The amount paid or payable by an
   indemnified party as a result of the losses, claims, damages, or liabilities
   (or actions in respect thereof) referred to above shall be deemed to include
   any legal or other fees or expenses reasonably incurred by such indemnified
   party in connection with investigating or defending any such action or claim.
   Notwithstanding the provisions of this Section 6(d), no holder shall be
   required to contribute any amount in excess of the amount by which the dollar
   amount of the proceeds received by such holder from the sale of any
   Registrable Securities (after deducting any fees, discounts and commissions
   applicable thereto) exceeds the amount of any damages which such holder has
   otherwise been required to pay by reason of such untrue or alleged untrue
   statement or omission or alleged omission, and no underwriter shall be
   required to contribute any amount in excess of the amount by which the total
   price at which the Registrable Securities underwritten by it and distributed
   to the public were offered to the public exceeds the amount of any damages
   which such underwriter has otherwise been required to pay by reason of such
   untrue or alleged untrue statement or omission or alleged omission. No person
   guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
   of the Securities Act) shall be entitled to contribution from any person who
   was not guilty of such fraudulent misrepresentation. The holders' and any
   underwriters' obligations in this Section 6(d) to contribute shall be several
   in proportion to the principal amount of Registrable Securities registered or
   underwritten, as the case may be, by them and not joint.

     (e) The obligations of the Company under this Section 6 shall be in
   addition to any liability which the Company may otherwise have and shall
   extend, upon the same terms and conditions, to each officer, director and
   partner of each holder, agent and underwriter and each person, if any, who
   controls any holder, agent or underwriter within the meaning of the
   Securities Act; and the obligations of the holders and any agents or
   underwriters contemplated by this Section 6 shall be in addition to any
   liability which the respective holder, agent or underwriter may otherwise
   have and shall extend, upon the same terms and conditions, to each officer
   and director of the Company and to each person, if any, who controls the
   Company within the meaning of the Securities Act.

     7. UNDERWRITTEN OFFERINGS.

     (a) SELECTION OF UNDERWRITERS. If any of the Registrable Securities covered
   by the Shelf Registration are to be sold pursuant to an underwritten
   offering, the managing underwriter

                                       19
<Page>

   or underwriters thereof shall be designated by Electing Holders holding at
   least a majority in aggregate principal amount of the Registrable Securities
   to be included in such offering, provided that such designated managing
   underwriter or underwriters is or are reasonably acceptable to the Company.

     (b) PARTICIPATION BY HOLDERS. Each holder of Registrable Securities hereby
   agrees with each other such holder that no such holder may participate in any
   underwritten offering hereunder unless such holder (i) agrees to sell such
   holder's Registrable Securities on the basis provided in any underwriting
   arrangements approved by the persons entitled hereunder to approve such
   arrangements and (ii) completes and executes all questionnaires, powers of
   attorney, indemnities, underwriting agreements and other documents reasonably
   required under the terms of such underwriting arrangements.

     8. RULE 144.

     (a) The Company covenants to the holders of Registrable Securities that to
   the extent it shall be required to do so under the Exchange Act, the Company
   shall timely file the reports required to be filed by it under the Exchange
   Act or the Securities Act (including the reports under Section 13 and 15(d)
   of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by
   the Commission under the Securities Act) and the rules and regulations
   adopted by the Commission thereunder, and shall take such further action as
   any holder of Registrable Securities may reasonably request, all to the
   extent required from time to time to enable such holder to sell Registrable
   Securities without registration under the Securities Act within the
   limitations of the exemption provided by Rule 144 under the Securities Act,
   as such Rule may be amended from time to time, or any similar or successor
   rule or regulation hereafter adopted by the Commission. Upon the request of
   any holder of Registrable Securities in connection with that holder's sale
   pursuant to Rule 144, the Company shall deliver to such holder a written
   statement as to whether it has complied with such requirements.

     (b) The Company covenants to the holders of Registrable Securities that, at
   any time when the Company is not subject to Section 13 or 15 (d) of the
   Exchange Act, the Company shall furnish at its expense, upon request, to
   holders of Registrable Securities and prospective purchasers of Registrable
   Securities information satisfying the requirements of subsection (d) (4) (l)
   of Rule 144A under the Securities Act.

     9. MISCELLANEOUS.

     (a) NO INCONSISTENT AGREEMENTS. The Company represents, warrants, covenants
   and agrees that it has not granted, and shall not grant, registration rights
   with respect to Registrable Securities or any other securities which would be
   inconsistent with the terms contained in this Exchange and Registration
   Rights Agreement.

     (b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that there would
   be no adequate remedy at law if the Company fails to perform any of its
   obligations hereunder and that the Purchaser and the holders from time to
   time of the Registrable Securities may be irreparably harmed by any such
   failure, and accordingly agree that the Purchaser and such holders, in
   addition to any other remedy to which they may be entitled at law or in
   equity, shall be entitled to compel specific performance of the obligations
   of the Company under this Exchange and Registration Rights Agreement in
   accordance with the terms and

                                       20
<Page>

   conditions of this Exchange and Registration Rights Agreement, in any court
   of the United States or any State thereof having jurisdiction.

     (c) NOTICES. All notices, requests, claims, demands, waivers and other
   communications hereunder shall be in writing and shall be deemed to have been
   duly given when delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows: If to the Company, to
   it at Overseas Shipholding Group, Inc., 511 Fifth Avenue, New York, New York
   10017, and if to a holder, to the address of such holder set forth in the
   security register or other records of the Company, or to such other address
   as the Company or any such holder may have furnished to the other in writing
   in accordance herewith, except that notices of change of address shall be
   effective only upon receipt.

     (d) PARTIES IN INTEREST. All the terms and provisions of this Exchange and
   Registration Rights Agreement shall be binding upon, shall inure to the
   benefit of and shall be enforceable by the parties hereto and the holders
   from time to time of the Registrable Securities and the respective successors
   and assigns of the parties hereto and such holders. In the event that any
   transferee of any holder of Registrable Securities shall acquire Registrable
   Securities, in any manner, whether by gift, bequest, purchase, operation of
   law or otherwise, such transferee shall, without any further writing or
   action of any kind, be deemed a beneficiary hereof for all purposes and such
   Registrable Securities shall be held subject to all of the terms of this
   Exchange and Registration Rights Agreement, and by taking and holding such
   Registrable Securities such transferee shall be entitled to receive the
   benefits of, and be conclusively deemed to have agreed to be bound by all of
   the applicable terms and provisions of this Exchange and Registration Rights
   Agreement. If the Company shall so request, any such successor, assign or
   transferee shall agree in writing to acquire and hold the Registrable
   Securities subject to all of the applicable terms hereof.

     (e) SURVIVAL. The respective indemnities, agreements, representations,
   warranties and each other provision set forth in this Exchange and
   Registration Rights Agreement or made pursuant hereto shall remain in full
   force and effect regardless of any investigation (or statement as to the
   results thereof) made by or on behalf of any holder of Registrable
   Securities, any director, officer or partner of such holder, any agent or
   underwriter or any director, officer or partner thereof, or any controlling
   person of any of the foregoing, and shall survive delivery of and payment for
   the Registrable Securities pursuant to the Purchase Agreement and the
   transfer and registration of Registrable Securities by such holder and the
   consummation of an Exchange Offer.

     (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
   GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
   YORK.

     (g) HEADINGS. The descriptive headings of the several Sections and
   paragraphs of this Exchange and Registration Rights Agreement are inserted
   for convenience only, do not constitute a part of this Exchange and
   Registration Rights Agreement and shall not affect in any way the meaning or
   interpretation of this Exchange and Registration Rights Agreement.

     (h) ENTIRE AGREEMENT; AMENDMENTS. This Exchange and Registration Rights
   Agreement and the other writings referred to herein (including the Indenture
   and the form of Securities) or delivered pursuant hereto which form a part
   hereof contain the entire understanding of the parties with respect to its
   subject matter. This Exchange and Registration Rights Agreement supersedes
   all prior agreements and understandings between the parties with respect to
   its subject matter. This Exchange and Registration

                                       21
<Page>

   Rights Agreement may be amended and the observance of any term of this
   Exchange and Registration Rights Agreement may be waived (either generally or
   in a particular instance and either retroactively or prospectively) only by a
   written instrument duly executed by the Company and the holders of at least a
   majority in aggregate principal amount of the Registrable Securities at the
   time outstanding. Each holder of any Registrable Securities at the time or
   thereafter outstanding shall be bound by any amendment or waiver effected
   pursuant to this Section 9(h), whether or not any notice, writing or marking
   indicating such amendment or waiver appears on such Registrable Securities or
   is delivered to such holder.

     (i) INSPECTION. For so long as this Exchange and Registration Rights
   Agreement shall be in effect, this Exchange and Registration Rights Agreement
   and a complete list of the names and addresses of all the holders of
   Registrable Securities shall be made available for inspection and copying on
   any business day by any holder of Registrable Securities for proper purposes
   only (which shall include any purpose related to the rights of the holders of
   Registrable Securities under the Securities, the Indenture and this
   Agreement) at the offices of the Company at the address thereof set forth in
   Section 9(c) above and at the office of the Trustee under the Indenture.

     (j) COUNTERPARTS. This agreement may be executed by the parties in
   counterparts, each of which shall be deemed to be an original, but all such
   respective counterparts shall together constitute one and the same
   instrument.

                                       22
<Page>

     If the foregoing is in accordance with your understanding, please sign and
return to us one counterpart hereof for the Company plus one counterpart hereof
for each counsel, and upon the acceptance hereof by you, this letter and such
acceptance hereof shall constitute a binding agreement between you and the
Company.

                                    Very truly yours,

                                    Overseas Shipholding Group, Inc.

                                    By: /s/Myles R. Itkin
                                       -----------------------------

                                       Name:  Myles R. Itkin
                                       Title: Senior Vice President, Chief
                                              Financial Officer and Treasurer

Accepted as of the date hereof:
Goldman, Sachs & Co.


By:    /s/Goldman, Sachs & Co.
      -------------------------

                                       23
<Page>

                                                                       EXHIBIT A

                        OVERSEAS SHIPHOLDING GROUP, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Overseas Shipholding Group, Inc. (the
"Company") $200,000,000 8.250% Senior Notes due 2013 (the "Securities") are
held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF THE
ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Overseas
Shipholding Group, Inc., 511 Fifth Avenue, New York, New York 10017, telephone:
(212) 953-4100.

----------
*Not less than 28 calendar days from date of mailing.

                                       A-1

<Page>

                        OVERSEAS SHIPHOLDING GROUP, INC.

                        Notice of Registration Statement
                                       and
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Overseas Shipholding
Group, Inc. (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [__] (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's $200,000,000 8.250% Senior Notes due
2013 (the "Securities"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "REGISTRABLE SECURITIES" is defined in the Exchange and Registration
Rights Agreement.

                                       A-2
<Page>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                       A-3
<Page>

                                  QUESTIONNAIRE

(1)  (a)  Full Legal Name of Selling Securityholder:
          ______________________________________________________________________

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:
          ______________________________________________________________________

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in Item (3)
          below are Held:
          ______________________________________________________________________

(2)       Address for Notices to Selling Securityholder:

                          _______________________________
                          _______________________________
                          _______________________________
          Telephone:      _______________________________
          Fax:            _______________________________
          Contact Person: _______________________________

(3)       Beneficial Ownership of Securities:

          EXCEPT AS SET FORTH BELOW IN THIS ITEM (3), THE UNDERSIGNED DOES NOT
          BENEFICIALLY OWN ANY SECURITIES.

     (a)  Principal amount of Registrable Securities beneficially owned:________
          ______________________________________________________________________
          CUSIP No(s). of such Registrable Securities:__________________________

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:___________________________________________________
          CUSIP No(s). of such other Securities:________________________________

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:____________
          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement: ________________________________________

(4)       Beneficial Ownership of Other Securities of the Company:

          EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED SELLING
          SECURITYHOLDER IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY OTHER
          SECURITIES OF THE COMPANY, OTHER THAN THE SECURITIES LISTED ABOVE IN
          ITEM (3).

          State any exceptions here:

                                       A-4
<Page>

(5)  Relationships with the Company:

     EXCEPT AS SET FORTH BELOW, NEITHER THE SELLING SECURITYHOLDER NOR ANY OF
     ITS AFFILIATES, OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (5% OR
     MORE) HAS HELD ANY POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL
     RELATIONSHIP WITH THE COMPANY (OR ITS PREDECESSORS OR AFFILIATES) DURING
     THE PAST THREE YEARS.

     State any exceptions here:

(6)  Plan of Distribution:

     EXCEPT AS SET FORTH BELOW, THE UNDERSIGNED SELLING SECURITYHOLDER INTENDS
     TO DISTRIBUTE THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM (3) ONLY AS
     FOLLOWS (IF AT ALL): SUCH REGISTRABLE SECURITIES MAY BE SOLD FROM TIME TO
     TIME DIRECTLY BY THE UNDERSIGNED SELLING SECURITYHOLDER OR, ALTERNATIVELY,
     THROUGH UNDERWRITERS, BROKER-DEALERS OR AGENTS. SUCH REGISTRABLE SECURITIES
     MAY BE SOLD IN ONE OR MORE TRANSACTIONS AT FIXED PRICES, AT PREVAILING
     MARKET PRICES AT THE TIME OF SALE, AT VARYING PRICES DETERMINED AT THE TIME
     OF SALE, OR AT NEGOTIATED PRICES. SUCH SALES MAY BE EFFECTED IN
     TRANSACTIONS (WHICH MAY INVOLVE CROSSES OR BLOCK TRANSACTIONS) (i) ON ANY
     NATIONAL SECURITIES EXCHANGE OR QUOTATION SERVICE ON WHICH THE REGISTERED
     SECURITIES MAY BE LISTED OR QUOTED AT THE TIME OF SALE, (ii) IN THE
     OVER-THE-COUNTER MARKET, (iii) IN TRANSACTIONS OTHERWISE THAN ON SUCH
     EXCHANGES OR SERVICES OR IN THE OVER-THE-COUNTER MARKET, OR (iv) THROUGH
     THE WRITING OF OPTIONS. IN CONNECTION WITH SALES OF THE REGISTRABLE
     SECURITIES OR OTHERWISE, THE SELLING SECURITYHOLDER MAY ENTER INTO HEDGING
     TRANSACTIONS WITH BROKER-DEALERS, WHICH MAY IN TURN ENGAGE IN SHORT SALES
     OF THE REGISTRABLE SECURITIES IN THE COURSE OF HEDGING THE POSITIONS THEY
     ASSUME. THE SELLING SECURITYHOLDER MAY ALSO SELL REGISTRABLE SECURITIES
     SHORT AND DELIVER REGISTRABLE SECURITIES TO CLOSE OUT SUCH SHORT POSITIONS,
     OR LOAN OR PLEDGE REGISTRABLE SECURITIES TO BROKER-DEALERS THAT IN TURN MAY
     SELL SUCH SECURITIES.

     State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

                                       A-5
<Page>

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

          (i)  To the Company:

                                            OVERSEAS SHIPHOLDING GROUP, INC.

                                            511 FIFTH AVENUE

                                            NEW YORK, NY  10017

                                            ================================


          (ii) With a copy to:

                                            PROSKAUER ROSE LLP

                                            1585 BROADWAY

                                            NEW YORK, NY  10036

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                       A-6
<Page>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
       --------------------


          ______________________________________________________________________

          Selling Securityholder
          (Print/type full legal name of beneficial owner of Registrable
          Securities)


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


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                       PROSKAUER ROSE LLP

                       1585 BROADWAY

                       NEW YORK, NY 10036

                                       A-7
<Page>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wilmington Trust Company
Overseas Shipholding Group, Inc.
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890

Attention: Trust Officer

        Re:  Overseas Shipholding Group, Inc. (the "Company")
             $200,000,000
             8.250% Senior Notes Due 2013


Dear Sirs:

Please be advised that _____________________________ has transferred $ _________
__________________ aggregate principal amount of the above-referenced Notes
pursuant to an effective Registration Statement on Form [___] (File No.
333-_____) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                  Very truly yours,

                                        ---------------------------------
                                        (Name)

                                  By:
                                        ---------------------------------
                                            (Authorized Signature)

                                       B-1