0000075208-05-000005 Sample Contracts

January 31, 2005 Mr. Robert N. Cowen 17 Kolbert Drive Scarsdale, New York 10583 Dear Bob:
Severance Protection Agreement • February 3rd, 2005 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

This letter agreement shall serve as a modification of the Severance Protection Agreement (the "SPA") made as of December 12, 2003, by and between you and Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 511 Fifth Avenue, New York, New York 10017(the "Company"), pursuant to Section 10 of the SPA.

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January 31, 2005 Mr. Robert N. Cowen 17 Kolbert Drive Scarsdale, New York 10583 Dear Bob:
Consulting Agreement • February 3rd, 2005 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • New York

The purpose of this letter agreement (this "Letter Agreement") is to acknowledge and set forth the terms and conditions of your retention as a consultant to Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 511 Fifth Avenue, New York, New York 10017 ("OSG").

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