EXHIBIT 4.10

                              Amended and Restated

                     OMI CORPORATION EXECUTIVE SAVINGS PLAN



                                    ARTICLE I

                                     Purpose


          1.1 Purpose. The purpose of the OMI Corporation 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 was originally effective as of January 1,
1997, and was subsequently amended effective January 1, 1998 and June 17, 1998.
This amendment and restatement of the Plan shall be effective as of September
14, 2001.

                                   ARTICLE II

                                   Definitions


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

          2.1 "Board" shall mean the Board of Directors of OMI Corporation.

          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
Corporation, as appointed by the Board to administer the Plan.

          2.4 "Company" shall mean OMI Corporation, a Marshall Islands
corporation, along with any of its subsidiaries and affiliates designated by the
Committee. For all periods of time prior to June 17, 1998, the Company also
includes OMI Corp., a Delaware corporation.

          2.5 "Company Stock" shall mean the $.50 par value common stock of the
Company.

          2.6 "Compensation" shall mean a Participant's annual base salary any
cash bonuses paid by the Company but shall not include imputed income, salary
gross-ups, non-cash compensation and severance pay.
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          2.7 "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.

          2.8 "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.

          2.9 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

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

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

          2.12 "Payment Event" shall mean Termination of Service, death, or
Disability, in accordance with Section 5.2 of the Plan.

          2.13 "Plan" shall mean this OMI Corporation Executive Savings Plan, as
amended from time to time.

          2.14 "Plan Year" shall mean calendar year.

          2.15 "Savings Plan" shall mean the OMI Corporation Savings Plan, as it
may be amended from time to time.

          2.16 "Termination of Service" shall mean termination of employment
with the Company and all of its affiliates including any form of retirement
other than by reason of Disability or death.

          2.17 "Trust" shall have the meaning given such term in Section 4.2
hereof.

          2.18 "Valuation Date" shall mean the date upon which Participants'
account balances are determined in accordance with Section 4.1(c); (a) for all
periods prior to June 1, 1999, such valuation date shall be the last business
day of each March, June, September and December of each Plan Year; (b) effective
June 1, 1999, such valuation date shall mean each day

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when Participants' account balances under the Plan are valued by Morgan Stanley
Dean Witter (or an affiliate thereof); and (c) effective September 14, 2001,
such valuation date shall mean each day when Participants' account balances
under the Plan are valued by The Chicago Trust Company (or an affiliate
thereof), or any other date as the Committee in its discretion may determine
from time to time.

                                   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 Savings Plan, and (ii)
have received written 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 written form prescribed by the
Committee) with respect to such Executive's 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 an Executive who first becomes 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 written 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 under the Plan.

          3.3 Deferral Election and Matching Contribution. (a) As a condition of
deferral of Compensation under the Plan for any Plan Year, an Executive must
agree to defer at least 1% of Compensation for such Plan Year under the Plan. A
Participant may not defer more than 10% of his or her Compensation otherwise
payable during the 1997 Deferral Year under the Plan;

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however, notwithstanding any other provision of the Plan to the contrary,
effective January 1, 1998, there shall be no maximum amount or percentage of
Compensation for each Plan Year that an Executive may defer under the Plan. The
amount of Compensation deferred must be in increments of 1%. The Executive may
make a deferral election with respect to base salary, bonus payments, either or
both. The Committee may from time to time provide another manner 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, the Company shall, unless the Board
elects otherwise, credit the Executive's account, as described in Section
4.1(a), with matching contributions equal to (A) the amount equal to 100% of the
first 6% of the Executive's Compensation for each Plan Year to the extent that
such Compensation is deferred under the Plan, plus (B) the amount, if any, by
which the Executive's Employer Contributions under the Savings Plan, as defined
therein, for such Plan Year are reduced by reason of the application of the
limitations imposed by Section 401(a)(17) of the Code. Notwithstanding the
foregoing, (i) for each Plan Year the maximum amount of matching contributions
described in clause (A) of the immediately preceding sentence that may be
credited to the Executive's account under the Plan 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
or her Compensation under the Plan until such Executive has deferred, pursuant
to the terms of the Savings Plan, the maximum amount permitted by (1) the
Savings Plan and (2) Section 402(g) of the Code. OMI Corporation shall be
reimbursed by any affiliate or subsidiary that employs such Executive for any
amount credited to the Executive's account.

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          (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 Participant's deferral election under Sections 3.2 and 3.3
shall (in accordance with Sections 5.2 and 5.3) also designate:

          (1) a method of payment of deferrals, matching contributions and other
     credits to the Participant's Plan account, as described in Section 5.3;

          (2) the investment fund or funds or other investments, including,
     without limitation, shares of Company Stock, in which the deferrals and the
     matching contributions shall be deemed to be invested; and

          (3) the beneficiary to receive any payments, in accordance with
     Section 8.3 hereof, if the Participant dies before receiving all amounts to
     which the Participant is entitled under the Plan.

Notwithstanding the foregoing provisions of this Article III, the Committee may
permit a Participant to change the investment fund or other investments in which
his or her Plan account is deemed invested by filing written notice thereof with
the Committee, subject to such limitations as the Committee may prescribe.

          3.4 Authority of the Committee. The Committee shall determine, subject
to the provisions of the Plan: (i) the Executives who shall be eligible to
participate in the Plan from time to time, (ii) the Executives who shall
participate in the Plan from time to time, and (iii) when an Executive shall
cease to be eligible to participate in 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, if any, (ii)
deferrals of Compensation and earnings, if any, and (iii) all increases and
decreases thereon under the Plan.

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          (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 or payroll cycle, as determined by the Committee, which
shall be equal to the total annual deferral elected by each Participant with
respect to base salary, plus any matching contributions based thereon under
Section 3.3, divided by the total number of months or payroll cycles, as
applicable, within such Deferral Year. 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 crediting at the end of each month, or payroll cycle
(as determined by the Committee), of participation 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, plus any matching contributions
based thereon under Section 3.3, by the number of months or payroll cycles, as
applicable, remaining in the Plan Year at the time the Executive first defers
Compensation. 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 otherwise payable.

          (c) The amounts credited to a Participant's account in accordance with
Section 4.1(b) shall be deemed to be invested by the Committee in accordance
with the Participant's election under Section 3.3(c). The Committee shall
maintain written records of such deemed investments. Income, gains and losses on
such deemed investments shall be credited to or charged against each
Participant's account on each Valuation Date. The per-share fair market value of
any Company Stock in which the Participant's account is deemed to be invested as
of a Valuation Date shall be: (i) the mean of the highest and lowest reported
sale prices for a share of Company Stock, on the principal exchange on which the
Company Stock is then listed or admitted to trading, for such date, or, if no
such prices are reported for such date, the most recent day for which such
prices are available shall be used; (ii) if the Company Stock is not then listed
or admitted to trading on a stock exchange, the mean of the closing
representative bid and asked prices for the Company Stock on such date as
reported by Nasdaq National Market (or any successor or similar quotation system
regularly reporting the market value of the Company Stock in the
over-the-counter market), or, if no such prices are reported for such date, the
most recent day for which such prices are available shall be used; or (iii) in
the event each of the methods

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provided for in clauses (i) and (ii) above shall not be practicable, the fair
market value determined by such other reasonable valuation method as the
Committee shall, in its discretion, select and apply in good faith as of such
date.

          (d) A Participant's account shall be reduced by any payments made to
the Participant, or his or her beneficiary, estate or representative. The
Company's obligation to make payments pursuant to the Plan to any Participant,
his or her 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 or her beneficiary, estate or
representative. The amount of payment under the Plan shall vary in accordance
with the performance of the deemed investment of amounts deferred under the Plan
in the investment fund or funds or other deemed investments selected by the
Participant. The Company, the Committee, and the Board shall not be responsible
for any decrease in value of any Participant's account due to such deemed
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 shall exclude any matching contributions made under
the Plan, unless such plan specifically provides otherwise with respect to such
deferrals and/or matching contributions.

          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 unfunded promise of the Company that such
payments shall be made. In its sole discretion, the Company

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may authorize the creation of an irrevocable grantor trust or other arrangement
to assist the Company in meeting its obligations under the Plan (the "Trust").
The existence of such trust or other arrangement shall be consistent with and
not change the "unfunded" status of the Plan or the rights of Participants or
their beneficiaries as otherwise set forth herein.

          4.3 Immediate Vesting. Each Participant's interest in his or her
entire Plan account shall at all times be nonforfeitable.

                                    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 determined
by the Committee.

          5.2 Commencement of Payment. 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 accordance with Section 8.3 hereof), in accordance with Section
5.3 hereof, as soon as practicable, but not more than 40 days, following the
Payment Event.

          5.3 Method of Payment. (a) For all Payment Events, the balance of a
Participant's account shall be paid 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 ten, equal annual installments.

If paid in installments, a Participant's account shall continue to be credited
in accordance with Section 4.1(c) hereof until the balance of such account is
fully paid.

          (b) Any payment or distribution under the Plan to a Participant or his
or her beneficiary shall be made in cash or, if elected by such Participant or
beneficiary and approved by the Committee, in shares of Company Stock or any
combination thereof.

          5.4 Financial Hardship. Notwithstanding any other provision of the
Plan to the contrary, a Participant may withdraw an amount from his or her
account in the event of

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"financial hardship." For purposes of the Plan, a financial hardship means a
severe financial hardship to the Participant that is unforeseeable and beyond
the control of the Participant and results from (a) a sudden and unexpected
illness or accident of the Participant or of a dependent (as defined in Section
152(a) of the Code) of the Participant, (b) a loss of the Participant's property
due to casualty, or (c) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. Examples of what is not considered to be a financial hardship
include the need to send a Participant's child to college or the desire to
purchase a home. The existence of a financial hardship of a Participant shall be
determined by the Committee in its discretion in accordance with the terms
hereof, and 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. A Participant may not
make a withdrawal under this Section 5.4 to the extent that his or her hardship
is or may be relieved (i) through reimbursement or compensation by insurance or
otherwise, (ii) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship, or
(iii) by cessation of deferrals under the Plan. In any case, the amount
withdrawn shall not exceed the amount reasonably needed to satisfy such
financial hardship.

          5.5 Accelerated payment. Notwithstanding any other provision of the
Plan to the contrary, if the Committee determines, in its sole discretion, that
the time of payment of a Participant's account under the Plan should be advanced
because termination of such account is in the best interests of the Company,
then the Committee may advance the time or times of payment (whether before or
after a Payment Event) of such account.

                                   ARTICLE VI

                                 Administration


          6.1 Administration. The Plan shall be administered and operated by the
Committee. The Committee shall have all powers necessary or appropriate 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. The Committee shall have the full power
and authority to decide any questions and settle all

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controversies that may arise in connection with the Plan. The Committee's (or
its delegee's) interpretations and construction of the Plan, and determinations
and actions hereunder, made in the sole discretion of the Committee (or its
delegee), including any valuation of a Participant's account under the Plan, any
determination under Article VII hereof, the amount of the payment to be made
under the Plan or as to any matter respecting the operation or administration of
the Plan or the provisions of the Plan, shall be final, binding and conclusive
on all persons, including Participants and their beneficiaries.

          6.2 Investment. Any investment of funds within the Trust shall be the
sole responsibility of the Committee.

                                   ARTICLE VII

                                Claims Procedure


          7.1 Filing of Claim. Any claim for benefits under the Plan shall be
filed in writing with the Committee, or any person or committee designated for
such purpose by the Committee.

          7.2 Initial Decision. If the Committee (including, for all remaining
provisions of this Article VII, any person or committee designated under Section
7.1 hereof) wholly or partially denies the claim, it shall, within a reasonable
period of time after receipt of the claim, provide the claimant with written
notice of such denial, setting forth, in a manner calculated to be understood by
the claimant: (a) the specific reason or reasons for such denial, (b) specific
reference to the pertinent Plan provisions on which the denial is based, (c) a
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary and (d) an explanation of the Plan's claims review procedure.

          7.3 Opportunity for Review of Claim. The Committee shall provide each
claimant with a reasonable opportunity to appeal a denial of a claim and an
opportunity for a full and fair review of such denial. The claimant or his or
her authorized representative: (i) may request a review upon written application
to the Committee, (ii) may review pertinent documents and (iii) may submit
issues and comments to the Committee in writing.

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          7.4 Timing of Request for Review. The Committee may establish such
time limits within which a claimant may request review of a denied claim as are
reasonable in relation to the nature of the benefit which is the subject of the
claim and to other attendant circumstances but which, in no event, shall be less
than sixty (60) days after receipt by the claimant of written notice of denial
of his or her claim.

          7.5 Decision on Review. The decision by the Committee upon its review
of a claim shall be made not later than sixty (60) days after receipt by the
Committee of the request for review, unless special circumstances require an
extension of time for processing, in which case a decision shall be rendered as
soon as possible, but not later than one hundred twenty (120) days after receipt
of such request for review. The decision on review shall be in writing and shall
include specific reasons for the decision written in a manner calculated to be
understood by the claimant with specific references to the pertinent Plan
provisions on which the decision is based.

                                  ARTICLE VIII

                                  Miscellaneous


          8.1 Termination and Amendment of Plan. (a) 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. The Company may at any time, with or
without notice, terminate the matching contributions made pursuant to Section
3.3(a).

          (b) 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.

          (c) Notwithstanding the foregoing provisions of this Section 8.1, (a)
no amendment of the Plan shall adversely affect the rights of the Participants
or their beneficiaries to any 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
and (b) no amendment or termination of the Plan shall adversely affect the
previously accrued rights of Participants or their beneficiaries under the Plan
or adversely affect the rights of Participants or their beneficiaries to any
funds held in any Trust at the time of such

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amendment or termination, without the written consent of any such affected
Participant or beneficiary.

          8.2 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 therefor 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 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.

          8.3 Beneficiary. Each Participant shall designate a beneficiary to
whom any balance in his or her account under the Plan shall be payable on his or
her 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
beneficiary designation, or change thereof, 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.

          8.4 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 any assets of any
Trust may be allocated or delegated, against any cost or 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.

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          8.5 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 Participants' 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.

          8.6 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 any
interest in, or 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 of Participants or their beneficiaries nor to
attachment, garnishment or execution, nor shall they be transferable by
operation of law in the event of bankruptcy or insolvency. Any attempt, whether
voluntary or involuntary, to effect any such action shall be null, void and of
no effect.

          8.7 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.

          8.8 Nature of Plan. It is intended that the Plan shall constitute a
plan which is unfunded and is maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, and, accordingly, not subject to Parts 2, 3 or 4 of Subtitle B of Title I
of ERISA.

          8.9 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.

          8.10 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, except to the extent pre-empted by
applicable Federal law.

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          8.11 Withholding. The Company shall have the right to make such
provisions as it deems necessary or appropriate to satisfy any obligations it
may have to withhold Federal, state or local income taxes incurred by reason of
payments or accruals pursuant to the Plan.


                                          OMI CORPORATION


Date:  October 29, 2001                   By  /s/ Craig H. Stevenson, Jr.
                                            ------------------------------------
                                                         President