EXHIBIT 10(d)(5)
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March , 1999
Mr.
Dear Mr. :
This letter agreement shall serve to extend the term of the
agreement (the "Agreement"), dated as of , by and between
you and Overseas Shipholding Group, Inc. a corporation
incorporated under the laws of Delaware with its principal office
at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as set forth in
Section 2 of such Agreement, by amending the first sentence of
Section 2 to read as follows:
"This Agreement shall commence on the date hereof and shall
expire on the earliest of (i) October 21, 2002, subject to
the right of the Board of Directors of the Company (the
"Board") and the Executive to extend it, provided that if a
Change of Control takes place prior to October 21, 2002, the
duration of this Agreement under this subpart (i) shall be
until two (2) years after the Change of Control whether such
two (2) year period ends before or after October 21, 2002;
(ii) the date of the death of the Executive or retirement or
other termination of the Executive's employment (voluntarily
or involuntarily) with the Company prior to a Change of
Control other than as a result of a termination by the
Company without Cause (as defined below) or by the Executive
for Good Reason (as defined below); or (iii) one hundred
twenty (120) days after a termination by the Company without
Cause or by the Executive with Good Reason if a Change of
Control does not occur on or prior to such date."
All other terms and conditions contained in the referenced
Agreement shall remain in full force and effect.
Very truly yours,
OVERSEAS SHIPHOLDING GROUP, INC.
By:
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Title:
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I agree and accept the above terms:
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