d921011_ex4-4.htm


    Exhibit
4.4

     

     

    [LETTERHEAD
OF DIANA SHIPPING INC.]

    


    October
7, 2008

    


    Computershare
Trust Company, N.A.

    350
Indiana Street, Suite 800

    Golden,
CO  80401

    Attn:
Kellie Gwinn, Vice President

    


    Mellon
Investor Services LLC

    BNY
Mellon Shareowner Services

    480
Washington Boulevard

    Jersey
City,  NJ 07310

    Attn:
Steven Myers

    


     

    
      	
               
      

            	
              Re:

            	
              Notice of Removal of
      Rights Agent, Amendment No. 1 to the Amended and Restated Rights
      Agreement, and Notice of Appointment of Successor Rights
      Agent

            


    

     

    Ladies
and Gentlemen:

     

    1.           Pursuant
to Section 21 of the Amended and Restated Rights Agreement by and between Diana
Shipping Inc. (the “Company”) and Computershare Trust Company, N.A. (as
successor in interest to Computershare Trust Company, Inc.) (“Computershare”),
dated as of October 15, 2005 (the “Rights Agreement”), the Company hereby
provides notice of removal of Computershare as Rights Agent. Computershare
hereby accepts and agrees to such removal and waives the time periods, notice
and other delivery or similar requirements for its removal as Rights Agent
pursuant to the Rights Agreement by its countersignature to this Notice and
Amendment in the space provided below.

     

    2.           Pursuant
to Section 21 of the Rights Agreement, the Company hereby appoints Mellon
Investor Services LLC (“Mellon”) as successor Rights Agent pursuant to the
Rights Agreement, to act as agent for the Company in accordance with the terms
and conditions of the Rights Agreement, and Mellon hereby accepts such
appointment, effective immediately, and hereby certifies that it complies with
the requirements of a successor Rights Agent set forth in Section 21 of the
Rights Agreement, by its countersignature to this Notice and Amendment in the
space provided below.

     

    3.           Pursuant
to Section 27 of the Rights Agreement, prior to the occurrence of the
Distribution Date, the Company may supplement or amend this Agreement in any
respect without the approval of any holders of Rights and the Rights Agent
shall, if the Company so directs, execute such supplement or
amendment.  The Company and Computershare hereby amend Section 21 of
the Rights Agreement such that the second sentence thereof shall be replaced by
the following two sentences (the “Amendment No. 1”) :

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “The
Company may remove the Rights Agent or any successor Rights Agent upon written
notice, sent by first-class mail, to the Rights Agent or successor Rights Agent,
as the case may be, and to each Transfer Agent of the Preferred Shares and the
Common Stock.  Subsequent to the appointment of a successor Rights
Agent, the successor Rights Agent shall send, by first class mail, to the
holders of the Rights Certificates a Notice of Appointment of Successor Rights
Agent.”

     

    4.           The
Notice of Appointment of Successor Rights Agent shall be substantially in the
form attached as Exhibit 1 to this
Notice and Amendment.

     

    5.           Capitalized
terms used herein that are not otherwise defined herein shall have the meanings
set forth in the Rights Agreement.

     

    6.           The
undersigned officer of the Company, being duly authorized on behalf of the
Company, hereby certifies in his or her capacity as an officer on behalf of the
Company to Computershare and to Mellon that this Notice and Amendment is in
compliance with the terms of Section 27 of the Rights Agreement.

     

    7.           This
Notice and Amendment shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
entirely within such State.

     

    8.           Upon
the execution hereof, the Company and Mellon shall enter into the Second Amended
and Restated Rights Agreement substantially in the form attached as Exhibit 2 to this
Notice and Amendment.

     

    9.           This
Notice and Amendment may be executed in any number of counterparts and each of
such counterparts will for all purposes be deemed to be an original, and all
such counterparts will together constitute but one and the same
instrument.

     

    


    [Signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Notice and Amendment has been
duly executed by the parties hereto.

     

    
      	 
      	 
      	
              DIANA
      SHIPPING INC.

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
               /s/
      Anastasios Margaronis

            
	 
      	 
      	 
      	
              Name:
      Anastasios Margaronis

            
	 
      	 
      	 
      	
              Title:
      Director and President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              COMPUTERSHARE
      TRUST COMPANY N.A.

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
               /s/
      Kellie Gwinn

            
	 
      	 
      	 
      	
              Name:
      Kellie Gwinn

            
	 
      	 
      	 
      	
              Title:
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              MELLON
      INVESTOR SERVICES LLC

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
               /s/
      Declan Denehan

            
	 
      	 
      	 
      	
              Name:
      Declan Denehan

            
	 
      	 
      	 
      	
              Title:
      Senior Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
1

    


    


      [Diana
Shipping Inc. Letterhead]

      


      October
7, 2008

      To Our
Stockholders:

      


      We, the
board of directors of Diana Shipping Inc. (the “Company”), have recently amended
our Stockholders Rights Agreement (the “Rights Plan”).  Under the
amended Rights Plan, we have amended certain terms and changed our Rights Agent
from Computershare Trust Company to Mellon Investor Services.  We have
determined that this is in the best interest of the Company as Mellon Investor
Services is related to our current transfer agent, BNY Mellon Shareowner
Services.

       

      At the
time that we adopted our original Stockholders Rights Agreement in February
2005, we declared a dividend distribution of Preferred Stock Purchase Rights
(the “Rights”).  This letter describes the Rights, and the current
amended version of the Rights Plan.  The accompanying Summary
describes the terms of these Rights.

       

      The
Rights are designed to protect the value of your interest in the
Company.  We believe that the Rights Plan, while not intending to
prevent a takeover, will provide protection to you, our stockholders, from the
abusive and coercive tactics that often occur in takeover attempts.

       

      The
Rights contain provisions to protect stockholders in the event of an unsolicited
takeover attempt through such methods as a gradual accumulation of shares in
excess of 15% of the outstanding stock followed by a two-tier tender offer or
other tactics that do not treat all stockholders equally.  These
tactics may unfairly pressure stockholders, deprive them of the full value of
their shares, or squeeze them out of their investment without giving them any
real choice.  More than 1,600 other companies have established rights
plans to protect stockholders, and we continue to consider our Rights Plan to be
the best available means of protecting the value of your investment, while not
preventing a fair acquisition offer for the Company.

       

      The
amendment to our Rights Plan and the appointment of BNY Mellon as our new Rights
Agent will have no impact on the way in which you can presently trade the
Company’s shares.  As explained in detail in the attached Summary of
Rights, the Rights are not exercisable until ten days after a person or group
announces acquisition of 15% or more of the Company’s outstanding Common Stock
or ten business days after the commencement of a tender offer that would result
in ownership of 15% or more of the outstanding Common Stock (unless the Rights
were redeemed by the Company).  The ten day and ten business day
periods referred to above may be extended by the Board at its
discretion.

       

      In
amending our Rights Plan, we have demonstrated our continued confidence in the
Company’s future and our determination that you, our stockholders, be given
every opportunity to participate fully in that future.

       

      


       

      On behalf
of the Board of Directors of Diana Shipping Inc.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      SUMMARY
OF RIGHTS

       

      
        	 
      	 
      
	
                Distribution
      and Transfer of Rights;

                Distribution
      Date:

              	
                The
      rights will separate from the common stock and become exercisable after
      (1) the 10th day after public announcement that a person or group has
      acquired ownership of 15% or more of the company's common stock or (2) the
      10th business day (or such later date as determined by the company’s board
      of directors) after a person or group announces a tender or exchange offer
      which would result in that person or group holding 15% or more of the
      company's common stock.

                 

              
	
                Preferred
      Stock Purchaseable Upon Exercise of Rights:

              	
                On
      the Distribution Date, each holder of a right will be entitled to purchase
      for U.S. $100 (the “Exercise Price”) a fraction (1/1000th) of one share of
      the company’s preferred stock which has similar economic terms as one
      share of common stock.

                 

              
	
                Flip-in:

              	
                If
      an acquiring person (an “Acquiring Person”) acquires more than 15% of the
      company's common stock then each holder of a right (except that acquiring
      person) will be entitled to buy at the Exercise Price, a number of shares
      of the company's common stock which has a market value of twice the
      Exercise Price.

                 

              
	
                Flip-over:

              	
                If
      after an Acquiring Person acquires more than 15% of the company's common
      stock, the company merges into another company (either as the surviving
      corporation or as the disappearing entity) or the company sells more than
      50% of its assets or earning power, then each holder of a right (except
      for those owned by the acquirer) will be entitled to purchase at the
      Exercise Price, a number of shares of common stock of the surviving entity
      which has a then current market value of twice the Exercise
      Price.

                 

              
	
                Exchange
      Provision:

              	
                Any
      time after the date an Acquiring Person obtains more than 15% of the
      company's common stock and before that Acquiring Person acquires more than
      50% of the company's outstanding common stock, the company may exchange
      each right owned by all other rights holders, in whole or in part, for one
      share of  the company's common stock.

                 

              
	
                Redemption
      of Rights:

              	
                The
      company can redeem the rights at any time prior to a public announcement
      that a person has acquired ownership of 15% or more of the company's
      common stock.

                 

              
	
                Expiration
      of Rights:

              	
                The
      rights expire on the earliest of (1) February 21, 2015 or (2) the exchange
      or redemption of the rights as described above.

                 

              
	
                Amendment
      of Terms of Rights:

              	
                The
      terms of the rights and the Stockholders Rights Plan may be amended
      without the consent of the rights holders at any time on or prior to the
      Distribution Date.  After the Distribution Date, the terms of
      the rights and the Stockholders rights Plan may be amended to make
      changes, which do not adversely affect the rights of the rights holders
      (other than the Acquiring Person).

                 

              
	
                Voting
      Rights:

              	
                The
      rights will not have any voting rights.

                 

              
	
                Anti-dilution
      Provisions:

              	
                The
      rights will have the benefit of certain customary anti-dilution
      protections.

              


      

      


      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    Exhibit
2

    Form-Of Second Amended and
Restated Rights Agreement

    


    


    [Attached
as Exhibit  4.5 to Form 8-A/A]

    


    


    


    


    


    


    


    


    SK 23159 0002 921011
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