Exhibit 4.5.1  April 18, 2008  DANAOS CORPORATION DIRECTORS SHARE PAYMENT PLAN  ARTICLE 1  NAME AND PURPOSE  Danaos Corporation (the Company)
hereby establishes the Danaos Corporation Directors Share Payment Plan (the Plan).
The purpose of the Plan is to provide a means for the payment of all or a
portion of compensation payable to directors of the Company in the form of
shares of the Companys Common Stock, par value $.01 per share, (the Common
Stock).  ARTICLE 2  EFFECTIVE DATE  The Plan is effective as
of April 18, 2008 (the Effective Date).  ARTICLE 3  PARTICIPATION  Each member of the Board
of Directors of the Company (the Board) of the Company (each a Director)
may participate in the Plan.  ARTICLE 4  SHARE PAYMENT ELECTIONS  Pursuant to the terms of
the Plan, a Director may make an election to receive in shares of Common Stock
all or a portion of (i) the annual retainer fee (Annual Retainer)
payable in respect of the Directors service on the Board, and (ii) any
Board meeting fees and committee meeting fees (Meeting Fees) payable in
respect of the Directors attendance at such meetings (collectively, Compensation).
A Directors share payment election may apply to one or both of the foregoing
categories of Compensation and may range from [10% to 100% of such
Compensation, in 10% gradations], as elected by the Director. Each initial
share payment election and each change to an existing share payment election
shall be made by the submission of a written election.  The election shall include the percentage of
the Compensation to be paid in Common Stock. 
Each initial share payment election and each change to an existing share
payment election shall be made by the submission of a written election as follows:


(a)Prior to [December 31] of a year,
each Director may submit a written election which will be given effect with
respect to Compensation to be earned by the Director for all subsequent
calendar years.  (b)Each Director initially elected or
appointed to the Board on or after the [December 31] of the previous
calendar year may submit a written election no later than thirty (30) calendar
days following the Directors election or appointment, which election will be
given effect with respect to Compensation to be earned by the Director after
its submission.  (c)At any time, a Director may submit a new
written election superseding an existing election, in which case such new
election will be given effect with respect to Compensation to be earned by the
Director for all subsequent calendar years (until further superseded).  Any changes to the form of distribution must
be consistent with the provisions of Article 7.  ARTICLE 5  BENEFICIARY DESIGNATION  Each Director may, at any
time, designate one or more beneficiaries to receive amounts credited to the
Directors Share Payment Accounts in the event of the Directors death. A
Director may make an initial beneficiary designation, or change an existing
beneficiary designation, by submitting such a designation in writing to the
Secretary of the Company. Upon acceptance by the Secretary of the Company of a
Directors beneficiary designation, any beneficiary designation previously
filed shall automatically be canceled.  ARTICLE 6  MAINTENANCE OF SHARE PAYMENT ACCOUNT  (a)On the last
business day of each calendar quarter, rights to receive a number of shares of
Common Stock, determined in accordance with the next sentence, shall be
credited to each Directors Share Payment Account.  The number of rights to receive shares of
Common Stock, if any, to be credited each calendar quarter shall be equal to
the Applicable Portion of the dollar amount of (i) one-fourth of such
Directors Annual Retainer, and (ii) all such Directors Meeting Fees
earned during such calendar quarter, divided by the closing price of a share of
Common Stock on the New York Stock Exchange for the trading day prior to such
last business day.  (b)The rights
which are credited to the Directors Share Payment Accounts shall be equitably
adjusted by the Board of Directors to reflect any share split, share dividend,
share combination, recapitalization, conversion or other event affecting the
Common Stock.


ARTICLE 7  METHOD OF DISTRIBUTION OF SHARE PAYMENTS  No distribution of share
payments may be made except as provided in this Article 7.  (a)Within ten (10) trading days following December 31
of each year, the Company will deliver to each Director a number of shares of
Common Stock represented by the rights credited to his or her Share Payment
Account during the preceding calendar year pursuant to Article 6.  (b)(i) Notwithstanding the foregoing,
at the written request of a Director, the Compensation Committee of the Board
(in its role as administrator of this Plan), may in its sole discretion,
accelerate the payment of shares of Common Stock represented by rights which
have been credited to the Directors Share Payment Account, upon a showing of
good cause or necessity.  (ii) In the event of a Directors death or
incapacity either before or after the Directors cessation from service on the
Board, all shares of Common Stock represented by rights which are then credited
to the Directors Cash Share Payment Account, shall be distributed to the
Directors personal representative, guardian, executor or designated
Beneficiaries, if practicable, within thirty (30) days after the end of the
month in which such death occurred or, in the case of incapacity, the end of
the month in which request for such payment is made.  (c)Prior to the delivery of shares of Common
Stock pursuant hereto, such shares shall not be deemed to be outstanding and
accordingly may not be voted nor shall dividends be payable in respect thereof.  (d)Distributions shall be subject to
applicable law.  ARTICLE 8  UNFUNDED STATUS OF THE PLAN  A Director shall not have
any interest in any shares of Common Stock represented by rights which are
credited to his or her Share Payment Account until such shares are distributed
in accordance with the Plan.  Until so
distributed, all such shares of Common Stock shall remain the sole property of
the Company, available for its use for whatever purposes are desired. With
respect to share payments, prior to the issuing of shares of Common Stock, a
Director is merely a general creditor of the Company and the obligation of the
Company hereunder is purely contractual and shall not be funded or secured in
any way.  3


ARTICLE 9  NON-ALIENABILITY AND NON-TRANSFERABILITY  The rights of a Director
to the shares of Common Stock represented by rights which are credited to his
or her Share Payment Account shall not be assigned, transferred, pledged or
encumbered or be subject in any manner to alienation or anticipation. ADirector
may not borrow against such rights and such rights shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, change, garnishment, execution or levy of any kind, whether
voluntary or involuntary, prior to distribution of the related shares of Common
Stock.  ARTICLE 10  ADMINISTRATION  The Plan is intended to
be self-effectuating and does not require the exercise of discretion by the
Company.  The Compensation Committee of
the Board shall act as the Plan administrator for purposes of resolving any ambiguities,
claims or disputes arising with respect to the Plan or any share payments under
the Plan.  As such, the Compensation
Committee is authorized to make any rulings and determinations that it deems to
be appropriate and consistent with the terms and intent of the Plan and all such
rulings and determinations shall be final and binding upon all parties for all
purposes.  Any member of the Compensation
Committee making a claim or request to the Compensation Committee with respect
to his or her rights or interests under the Plan shall excuse himself or
herself from the Compensation Committees determination with respect to such
claim or request.  ARTICLE 11  AMENDMENT AND TERMINATION  The Plan, at any time,
may be amended, modified or terminated by the Board. No amendment, modification
or termination, without the consent of a Director, shall adversely affect such
Directors rights credited to his or her Share Payment Account.  ARTICLE 12  NOTICES  All notices and forms to
be submitted to the Company hereunder shall be delivered to the attention of
the Secretary of the Company.  4