OMI EXECUTIVE SAVINGS PLAN

                                    ARTICLE I

                                     Purpose

     1.1 PURPOSE. The purpose of the OMI Executive Savings Plan is to enable
eligible employees of the Company to enhance their retirement security by
permitting them to elect to defer receipt of a portion of their compensation to
a later date or event.

     1.2 EFFECTIVE DATE. The Plan is effective as of January 1, 1997.

                                   ARTICLE II

                                   Definitions

     When used herein the following term shall have the following meanings:

     2.1 "BOARD" shall mean the Board of Directors of OMI Corp.

     2.2 "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     2.3 "COMMITTEE" shall mean the Administrative Committee of OMI Corp., as
appointed by the Board to administer the Plan and to manage and direct the
investment of the assets of the Plan.

     2.4 "COMPANY" shall mean OMI Corp. along with certain of its designated
subsidiaries and affiliates.

     2.5 "COMPENSATION" shall mean a Participant's annual salary including any
bonuses, any car allowance or any other current cash compensation paid by the
Company but excluding imputed



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income, salary gross-ups, non-cash compensation and severance pay.

     2.6 "DEFERRAL YEAR" shall mean each Plan Year as to which an election is
made to defer Compensation in accordance with the provisions of Section 3.3 of
the Plan.

     2.7 "DISABILITY" shall mean the inability of an executive to perform the
duties of his position with the Company due to a physical or mental ailment, as
determined by the Committee in its sole discretion, such physical or mental
ailment to result in the Executive's termination of employment or retirement.

     2.8 "EXECUTIVE" shall mean any highly compensated officer or other member
of the senior management group of the Company.

     2.9 "PARTICIPANT" shall mean any Executive who becomes a Participant in the
Plan as provided in Section 3.2 of the Plan.

     2.10 "PAYMENT EVENT" shall mean Termination of Service, death, or
Disability, in accordance with Section 5.2 of the Plan.

     2.11 "PLAN" shall mean this OMI Executive Savings Plan, as amended from
time to time.

     2.12 "PLAN YEAR" shall mean calendar year.

     2.13 "TRUST" shall mean the trust established under the Trust Agreement.

     2.14 "TRUST AGREEMENT" shall mean an agreement between the Company and such
other trustee as may be appointed by the Board from time to time.

     2.15 "TERMINATION OF SERVICE" shall mean termination of


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employment with the Company and all of its affiliates including any form of
retirement other than by reason of Disability or death.

     2.16 "VALUATION DATE" shall mean the last business day of each March, June,
September and December of each Plan Year and shall be the date upon which
Participant's account balances are determined in accordance with Section 4.1(c).

                                   ARTICLE III

                          Eligibility and Participation

     3.1 ELIGIBILITY. Participation in the Plan shall be limited to those
Executives who (i) are eligible to participate in the OMI Corp. Savings Plan,
and (ii) have received written in notification from either (1) the Company or
the Board or (2) from a person designated by the Company, that such Executives
are eligible to participate in the Plan.

     3.2 PARTICIPATION.

     (a) The Executive eligible to participate in the Plan under Section 3.1 may
become a Participant for any calendar year by executing an irrevocable deferral
election (on a form prescribed by the Committee) with respect to his
Compensation for such calendar year. Except as provided in Section 3.2(b), such
election must be executed and delivered to the Committee on or before the last
day of December of the preceding Plan Year.

     (b) With respect to the Executive who first becomes


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eligible to participate in the Plan under Section 3.1 after the beginning of a
Plan Year, such Executive may participate in the Plan for the remainder of such
Plan Year by executing an irrevocable deferral election (on a form prescribed by
the Committee) with respect to such Executive's Compensation earned on or after
the date the deferral election is made, within 30 days of the date such
Executive receives notice from the Committee that the Executive is eligible to
participate.

     3.3 DEFERRAL ELECTION AND MATCHING CONTRIBUTION.

     (a) As a condition of participation under the Plan, an Executive must agree
to defer from 1% to 10% of Compensation for each Plan Year to which such
Executive elects to defer Compensation. The amount of Compensation deferred must
be in increments of 1%. The Executive may make an election with respect to base
salary, bonus payments, either or both. The Committee may from time to time
provide another matter of specifying the amount of Compensation to be deferred,
including, but not limited to, a specific dollar amount or a fixed percentage of
Compensation. In addition to any amounts deferred by the Executive hereunder,
OMI Corp. shall, unless the Board elects otherwise, credit the Executive's
account, as described in Section 4.1(a), with an amount equal to 100% of the
first 6% of the amount deferred by the Executive. Notwithstanding the foregoing,
(i) for each Plan Year the maximum amount of matching contributions that may be
credited to the Executive's account


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shall not exceed 6% of such Executive's Compensation less the dollar limitation
of Section 402(g) of the Code for such Plan Year and (ii) the Executive may not
defer a portion of his Compensation until such Executive has deferred, pursuant
to the terms of the OMI Savings Plan, the maximum amount permitted by (1) such
Savings Plan and (2) Section 402(g) of the Code. OMI Corp. shall be reimbursed
by the affiliate or subsidiary that employs such Executive for any amount
credited to the Executive's account.

     (b) An election made under the Plan with respect to Compensation shall
relate only to Compensation for the succeeding Plan Year, or to Compensation for
the remainder of the Plan Year if Section 3.2(b) applies, and a separate
election must be made in order to defer Compensation during any subsequent Plan
Year. In the event of a failure to make a timely election to defer as to
Compensation for any Plan Year, no portion of the Participant's Compensation for
such Plan Year may be deferred under the Plan.

     (c) Each deferral election and its matching contribution under Sections 3.2
and 3.3 shall (in accordance with Sections 5.2 and 5.3) also designate:

          (1)  a method of payment as described in Section 5.3;

          (2)  the investment fund or funds the deferrals and the matching
               contributions are to be invested under; and

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          (3)  the beneficiary to receive any payments if the Participant dies
               before receiving all amounts to which the Participant is entitled
               under the Plan.

                                   ARTICLE IV

                              Participant's Account

     4.1 ACCOUNTS.

     (a) The Company shall establish written bookkeeping accounts to record (i)
matching contributions and earnings, (ii) deferrals of compensation and
earnings, and (iii) all increases and decreases thereon under the Plan.

     (b) During the Deferral Year, the Company shall credit each Participant's
account for that Deferral Year with the percentage amount of Compensation
deferred under Sections 3.2(a) and 3.3 by each Participant, as of the end of
each month, which shall be equal to one-twelfth of the total annual deferral
elected by each Participant with respect to base salary and shall include any
matching contributions. The amount of Compensation deferred under Sections
3.2(b) and 3.3 by each Participant shall be credited to such Participant's
account by a monthly crediting at the end of each month of participation of an
amount determined by dividing the total amount the Participant has elected to
defer under Sections 3.2(b) and 3.3 with respect to base salary by the


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number of months remaining in the Plan Year at the time the Executive first
defers Compensation and shall include any matching contributions. Any deferral
of bonus payments and matching contributions thereon will be credited to such
Participant's account at the end of the month in which the bonus is paid.

     (c) The amounts determined in accordance with Section 4.1(b) shall be
deemed to be invested by the Committee. The Committee shall maintain written
records of such investments. Income, gains and losses on such investments shall
be credited to or charged against each Participant's account as of the Valuation
Date.

     (d) A Participant's account shall be reduced by any payments made to the
Participant, or his beneficiary, estate or representative. The Company's
obligation to make payments pursuant to the Plan to any Participant, his
beneficiary, estate or representative shall be limited to the amount credited to
such Participant's account as of the date of such payment. Neither the Plan nor
any action taken pursuant thereto guarantees any fixed dollar amount of payments
to the Participant, his beneficiary, estate or representative. The amount of
payment under the Plan shall vary in accordance with the performance of the
investment of amounts deferred under the Plan in the investment fund or funds
selected by the Participant. The Company, the Committee, and the Board shall not
be responsible

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for any decrease in value of any Participant's account due to such investment.

     (e) With respect to any employee benefit or welfare plans sponsored by the
Company under which the amount of any benefit is based on the rate of salary
paid to an employee, a Participant's rate of salary for the purposes of such
employee benefit or welfare plan shall include any amount of Compensation
deferred under the Plan but exclude any matching contributions made to the Plan,
unless otherwise specifically provided in such plan.

     4.2 FUNDING PROHIBITIONS. All entries in a Participant's account shall be
bookkeeping entries only and shall not represent a special reserve or otherwise
constitute funding of the Company's unsecured promise to pay any amounts
hereunder. All payments to be made under the Plan shall be paid from the general
funds of the Company. All such assets shall be the property solely of the
Company and shall be subject to the claims of the Company's unsecured general
creditors. To the extent a Participant or any other person acquires a right to
receive payments from the Company under the Plan, such rights shall be no
greater than the right of any unsecured general creditor of the Company and such
person shall have only the unsecured promise of the Company that such payments
shall be made. In its sole discretion, the Company may authorize the creation of
an irrevocable grantor trust or other arrangement to meet the

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obligations created under the Plan. The existence of such trust or other
arrangement shall be consistent with the "unfunded" status of the Plan.

                                   ARTICLE V

                                     Payment

     5.1 PAYMENT OF ACCOUNT. Payment of amounts credited to a Participant's
account shall be made in the manner and at the time or times specified herein.
All payments shall be made by Company check or by other arrangements.

     5.2 COMMENCEMENT OF PAYMENT. Notwithstanding any provisions of the Plan to
the contrary, upon the occurrence of a Payment Event, the balance in the
Participant's account shall be valued on the Valuation Date and paid to the
Participant (or, in the case of death, to the Participant's beneficiary) in a
single lump sum payment on the first day of the month following 90 days from the
Valuation Date.

     5.3 METHOD OF PAYMENT. For all Payment Events, the balance of a
Participant's account in one of the following methods, as elected by the
Participant pursuant to Section 3.3(c):

          (1)  a single lump sum; or

          (2)  in two, but no more than 10, equal annual installments.

     5.4 FINANCIAL HARDSHIP. Notwithstanding any other provision of the Plan to
the contrary, a Participant may withdraw


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an amount from his account only in the event of "financial hardship." To be a
financial hardship, the hardship must be unforeseeable and beyond the control of
the Participant. The Committee shall have the right to require such Participant
to submit such documentation as it deems appropriate for the purpose of
determining that the Participant has incurred a financial hardship. The amount
withdrawn shall not exceed the amount reasonably needed to satisfy such
financial hardship.

                                   ARTICLE VI

                                 Administration

     6.1 ADMINISTRATION. The Plan shall be administered by the Committee. The
Committee shall have all powers necessary to carry out the provisions of the
Plan, including, without limitation, the power to delegate administrative
matters to other persons, to interpret the Plan and to adopt guidelines for its
administration.

     6.2 INVESTMENT. The investment of funds within the Trust shall be the
responsibility of the Committee.

                                   ARTICLE VII

                                  Miscellaneous

         7.1 TERMINATION OF PLAN. The Company may at any time by action of the
  Board terminate the Plan. Upon termination of the Plan, no further deferrals
will be permitted, and the


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Participant's Compensation will be restored on a nondeferred basis. The Company
may at any time, with or without notice, terminate the matching contributions
made pursuant to Section 3.2(a).

     7.2 AMENDMENT. The Company may at any time amend the Plan in any respect,
(i) in the case of amendments which have a material effect on the cost to the
Company of maintaining the Plan, by action of the Board or, (ii) with respect to
any other amendments, by action of the Committee; provided, however, that no
such amendment shall adversely affect the rights of the Participants or their
beneficiaries to any (i) amounts credited or to be credited to the Participants'
accounts, other than matching contributions, with respect to any Deferral Year
which has commenced prior to the adoption of any such amendment or (ii) funds
held in Trust at the time of such amendment.

     7.3 PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for such person's affairs because of illness or accident, or is a minor, or
has died, then any payment due to such person or such person's estate (unless a
prior claim therefore has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to such person's spouse,
child, a relative, an institution maintaining or having custody of such person,
or any other person deemed by the Committee to be a proper recipient on


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behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Company, the Committee and the Board.

     7.4 BENEFICIARY. Each Participant shall designate a beneficiary to whom any
balance in each account under the Plan shall be payable on his death. A
Participant may also designate an alternate beneficiary to receive such payment
in the event that the designated beneficiary cannot receive payment for any
reason. In the event no designated or alternate beneficiary can receive such
payment for any reason, payment will be made to the Participant's estate. Each
Participant may at any time change any beneficiary designation. A change of
beneficiary designation must be made in writing and delivered to the Committee
or its delegate for such purposes. The interest of any beneficiary who dies
before the Participant will terminate unless otherwise specified by the
Participant.

     7.5 NO LIABILITY OF MEMBERS. No member of the Committee, or the Board shall
be personally liable by reason of any contract or other instrument executed by
such member or on such member's behalf in his capacity as a member of the
Committee, or the Board, or for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each employee, officer or director
of the Company to whom any duty or power relating to the administration or
interpretation of the Plan or investment of the Funds may be allocated or
delegated, against any cost or


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expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith.

     7.6 SUCCESSOR CORPORATION. The obligations of the Company under the Plan
shall be binding upon any successor corporation or organization resulting from
the merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and business of the Company. The Company agrees that it will make
appropriate provisions for the preservation of Participant's rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.

     7.7 NO ALIENATION OF BENEFITS. To the extent permitted by law, Participants
and beneficiaries shall not have the right to alienate, anticipate, commute,
sell, assign, transfer, pledge, encumber or otherwise convey the right to
receive any payments under the Plan, and any payments under the Plan or rights
thereto shall not be subject to the debts, liabilities, contracts, engagements
or torts or participants or beneficiaries nor to attachment, garnishment or
execution, nor shall they be transferable by operation of law in the vent of
bankruptcy or insolvency. Any attempt, whether voluntary or involuntary, to
effect any such action shall be null, void and of no effect.


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     7.8 NO RIGHTS TO CONTINUED EMPLOYMENT. Nothing contained herein shall be
construed as conferring upon the Executive the right to continue in the employ
of the Company as an Executive or in any other capacity.

     7.9 HEADINGS. The headings are included solely for convenience of reference
and shall not control the meaning or interpretation of any of the provisions of
the Plan.

     7.10 APPLICABLE LAW. The Plan shall be construed and administered in
accordance with the laws of the State of New York, without reference to the
principles of conflicts of law thereof.

     7.11 Unfunded Status. The Plan is intended to be an unfunded arrangement
for purposes of the Code and Title I of the Employee Retirement Income Security
Act of 1974.




                                           OMI CORP.

                                           By: /s/ CRAIG STEVENSON
                                               ---------------------------------
                                               President and Chief
                                                    Executive Officer

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                                    EXHIBIT A
                                    ---------

                                    PROPOSED
                              AMENDMENT NUMBER TWO
                                     TO THE
                           OMI EXECUTIVE SAVINGS PLAN
                           --------------------------

     Effective as of January 1, 1997, the OMI Executive Savings Plan (the
"Plan") is hereby amended as follows:

     1. Section 2.14 of the Plan is hereby amended to read in its entirety as
follows:

     *2.14 'Trust' shall mean the trust established under the Trust Agreement,
     such trust has been created by the Company to assist the Company in meeting
     its obligation under the Plan. The Trust is intended to conform to terms of
     the model trust, described in Revenue Procedure 92-64, 1992-2 C.B. 423."

     2. The first sentence of Section 3.3(b) of the Plan shall be replaced with
the following new sentence:

     "An election made under the Plan with respect to Compensation shall relate
     only to Compensation with respect to services performed during the
     succeeding Plan Year, or to Compensation with respect to services performed
     for the remainder of the Plan Year if Section 3.2(b) applies, and a
     separate election must be made in order to defer Compensation during any
     subsequent Plan Year."

     3. Article VII of the Plan is hereby amended by adding the following new
section at the end thereof:

     7.11 Unfunded Status. The Plan is intended to be an unfunded arrangement
     for purposes of the Code and Title I of the Employee Retirement Income
     Security Act of 1974.


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                     ACTION BY UNANIMOUS CONSENT IN WRITING
                                     OF THE
                     ADMINISTRATIVE COMMITTEE OF OMI CORP.
                     -------------------------------------

     The undersigned, constituting all of the members of the Administrative
Committee of OMI Corp. (the "Committee"), by unanimous consent in writing,
without the formality of convening a meeting, do hereby severally and
collectively consent to the following action:

     WHEREAS, OMI Corp. (the "Corporation") maintains the OMI Corp. Executive
     Savings Plan (the "Plan"); and

     WHEREAS, Section 7.2 of the Plan provides that the Committee may adopt
     amendments to the Plan; and

     WHEREAS, in conjunction with the Internal Revenue Service's review of the
     Plan, the Committee has deemed it necessary to amend the Plan to clarify
     the benefit distribution provisions of the Plan,

     NOW, THEREFORE, BE IT,

     RESOLVED, that effective as of January 1, 1997, Amendment Number Three to
     the Plan (a copy of such Amendment being attached hereto as EXHIBIT A), is
     hereby approved and adopted; and it is

     FURTHER RESOLVED, that the proper employees of the Corporation and members
     of the Committee be, and each of them hereby is, on the advice of counsel,
     authorized and directed to execute all documents and carry out all other
     actions necessary and proper to carry out the intent of this resolution.

Dated:  February 25, 1998

                                                   /s/ VINCENT DESOSTOA
                                                   -------------------------
                                                       Vincent desostoa


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                                    EXHIBIT A
                                    ---------

                             AMENDMENT NUMBER THREE

                                     TO THE

                        OMI CORP. EXECUTIVE SAVINGS PLAN
                        --------------------------------

     Effective January 1, 1997, Section 5.2 of the OMI Corp. Executive Savings
Plan is hereby amended by deleting the phrase "in a single lump sum payment"
from lines five and six and adding the phrase "in accordance with the provisions
of Section 5.3, such payment to commence" in its place and stead.