1.1 "Accounts" The Pre-Tax Account, the After-Tax Account, the Rollover Account and the Company Contribution Account.

1.2 "Actual Contribution Percentage" The average of the ratios for a Plan Year, calculated separately for each Eligible Employee, of the Company Contribution plus the After-Tax Contribution, to the Employee's Compensation, provided, however, if permitted by regulation, the Savings Plan Committee, in its sole discretion, may include the Pre-Tax Contribution for a Plan Year to be added to the numerator for all Eligible Employees.

1.3 "Actual Deferral Percentage" The average of the ratios for a Plan Year, calculated separately for each Eligible Employee, of the Pre-Tax Contribution to the Employee's Compensation.

1.4 "After-Tax Account" The account into which After-Tax Contributions made by a Participant and earnings or losses on those contributions are credited.

1.5 "After-Tax Contributions" Amounts contributed pursuant to Section 3.2.

1.6 "Affiliated Company" With respect to each Employer, an Affiliated Company shall include (a) the Employer, (b) any member of a controlled group of corporations of which the Employer is a member as determined in accordance with Section 414(b) of the Internal Revenue Code and as described below, (c) an unincorporated trade or business which is under common control with the Employer as determined in accordance with Section 414(c) of the Internal Revenue Code, or (d) a member of an affiliated service group with the Employer, as defined in Section 414(m) or (o) of the Internal Revenue Code. A corporation or an unincorporated trade or business shall not be considered an Affiliated Company with respect to an Employer during any period it does not satisfy either clause (a), (b), (c), or (d) of this definition. For purposes of this definition, a "controlled group of corporations" is a controlled group of corporations as defined in Section 1563(a) of the Internal Revenue Code. In determining whether any limitations on benefits under Section 3.10 apply, the percentage in Section 1563(a)(1) of the Internal Revenue Code or in the regulations under Section 414(c) of the Internal Revenue Code shall be deemed to be more than 50 percent instead of at least 80 percent.

1.7 "Affiliated Group" A group of corporations and/or unincorporated trades or businesses consisting of an Employer and all of its Affiliated Companies. If an Employer is an Affiliated Company with respect to one or more other Employers, all such Employers and their Affiliated Companies shall be treated as one Affiliated Group.

For purposes of this Plan, the requirements imposed under Internal Revenue Code Sections 401(a)(4) (nondiscrimination), 401(k) (cash or deferred arrangements), 401(m) (nondiscrimination test for matching contributions) and 416 (top heavy) shall be determined separately for each Affiliated Group. For purposes of this Plan the requirements imposed under Internal Revenue Code Section 415 (limit on benefits and contributions), shall be applied in the aggregate even if such Internal Revenue Code and the regulations thereunder permit them to be applied separately to each Affiliated Group.

1.8 "Beneficiary" or "Beneficiaries" A person(s) who has been designated by a Participant to receive the interest of the Participant on such Participant's death, as provided in Section 17.10.

1.9 "Board of Directors" The board of directors of the Company.

1.10 "Company" OSG Ship Management, Inc., a Delaware corporation, or any successor by merger, consolidation or sale of assets; or, prior to October 30, 1998, MOC.

1.11 "Company Contribution Account" The account into which shall be credited the Company Contributions made on a Participant's behalf pursuant to Section 3.6 of the Plan and earnings or losses on those contributions.

1.12 "Company Contributions" Amounts contributed pursuant to Section 3.6 of the Plan.

1.13 "Compensation" The aggregate amount reportable by the Employers with respect to a Participant for a Plan Year for federal withholding for income tax on Internal Revenue Service Form W-2 (or any other similar form which replaces IRS Form W-2) other than income imputed to Group Life Insurance or any other Employee benefit, or pay related to phantom or other stock options and, moving expenses, foreign service allowances, severance benefit payments, or taxable tuition reimbursements or gymnasium reimbursements, but including, any amounts contributed on behalf of the Employee to a cash or deferred arrangement under Section 402(g) or 125 of the Internal Revenue Code.

For the purposes of Section 3.10, Compensation shall mean compensation as that term is used in Section 415(c)(3) of the Internal Revenue Code, including where permitted deferrals under Internal Revenue Code Sections 401(k) and 125.

An Employee's Compensation shall not exceed $150,000 ( or such higher amount as may be determined by the Secretary of the Treasury in accordance with Section 401(a)(17) of the Internal Revenue Code to reflect increases in the cost of living). With respect to any short Plan Year, Compensation shall not exceed the foregoing limit multiplied by a fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is 12.

1.14 "Continuous Service" Continuous employment by the Company beginning on the Employee's Employment Date and continuing as provided in Section 2.3.

1.15 "Effective Date of the Plan" May 1, 1987.

1.16 "Eligible Employee" An Employee (other than a licensed deck officer) who is employed by an Employer and who (a) receives a regular stated Compensation, (b) is not covered by a collective bargaining agreement (unless the collective bargaining agreement expressly provides for inclusion of the Employee as a member) and (c) is not a non-resident alien unless designated to participate in the Plan.

A leased Employee (as defined in Section 414(n) of the Internal Revenue Code) shall not be treated as an Eligible Employee for purposes of this Plan.

An individual classified by the Employer at the time services are provided as either an independent contractor or an individual who is not classified as an Employee due to the Employer treating any services provided by him as being provided by another entity which is providing such individual's services to the Employer shall not be eligible to participate in this Plan during the period the individual is so initially classified even if such individual is later retroactively reclassified as an Employee during all or part of such period pursuant to applicable law or otherwise.

1.17 "Employee" Anyone who is employed by an Affiliated Company. A leased employee (as defined in Section 414(n) of the Internal Revenue Code) shall be treated as an Employee for purposes of this Plan.

1.18 "Employer" The Company or any other company which has adopted this Plan under Article 17.

1.19 "Employment Date" The date on which an Employee first is credited with an Hour of Service on his original employment or following a Severance From Service Date.

1.20 "ERISA" The Employee Retirement Income Security Act of 1974, as it may from time to time be amended or supplemented. References to any section of ERISA shall be to that section as it may be renumbered, amended, supplemented or reenacted.

1.21 "Five Percent Owner" An Employee who owns more than 5 percent of an Affiliated Company (within the meaning of Section 416(i)(1)(B)(i) of the Internal Revenue Code).

1.22 "Highly Compensated Employee" Any Employee, with respect to any Affiliated Group, who in the preceding Plan Year:

The dollar limitation set forth above shall be adjusted from time to time, in accordance with regulations prescribed by the Secretary of Treasury or his delegate.

In the event it is necessary to distinguish between two or more Employees, who under the above rules have equal Compensation, any such employee who was previously included as a Highly Compensated Employee shall remain as a Highly Compensated Employee.

Every Employee who is not a Highly Compensated Employee shall be a Non-Highly Compensated Employee.

1.23 "Hour of Employment" An hour for which an Employee directly or indirectly receives, or is entitled to receive, remuneration from an Affiliated Company in relation to his employment, including hours credited for vacation, holiday, sickness or temporary disability, jury duty, layoff, approved leave of absence and hours for which back pay has been paid, awarded or agreed to (irrespective of mitigation of damages) by an Affiliated Company (which shall be credited to an Employee with respect to the period for which remuneration is paid). Each Hour of Employment for which an Employee is paid on the basis of an overtime or premium rate shall only be credited as a single Hour of Employment.

In no event shall more than 501 Hours of Employment be credited to an Employee on account of any single period (other than an approved leave of absence) during which the Employee performs no duties. An Employee employed on a full-time basis shall be credited with 190 Hours of Employment for each month he is credited with at least one Hour of Employment for the performance of services or for each month in which he is on an approved leave of absence. An Employee who is not employed on a full-time basis, shall be credited with the number of Hours of Employment for which he performs services as determined in accordance with the records of the Employee's Affiliated Company. Hours of Employment shall be credited in accordance with the Department of Labor Regulations Section 2530.200b-2.

For purposes of Participation under Section 2.1 and Continuous Service under Section 1.16, the period during which an Employee is on an approved leave of absence shall be included as Hours of Employment.

1.24 "Inactive Participant" Any person who is not in the active service of the Company or an Affiliated Company who has an account in the Plan and who becomes an Inactive Participant as described in paragraph 7.1.

1.25 "Internal Revenue Code" The Internal Revenue Code of 1986, as it may from time to time be amended or supplemented. References to any section of the Internal Revenue Code shall be to that section as it may be renumbered, amended, supplemented or reenacted.

1.26 "Investment Committee" The managing board of the assets of the Plan, as provided in Article 12.

1.27 "Investment Fund" A fund selected by the Savings Plan Committee in which a Participant can elect to have his or her Accounts invested.

1.28 "Investment Manager" Any person or institution who (a) is granted the power to manage, acquire, or dispose of any asset of the Plan, (b) acknowledges in writing that it is a fiduciary with respect to the Plan and (c) is (1) an investment adviser registered under the Investment Advisers Act of 1940, (2) a bank (as defined in the Investment Advisers Act of 1940) or (3) an insurance company qualified under the laws of more than one state to manage the assets of employee benefit plans (as defined in Section 3(3) of ERISA).

1.29 "Limitation Year" The Plan Year.

1.30 "Maximum Pre-Tax Contributions" $7,000, as such amount may be adjusted to reflect cost of living and other increases, from time to time, in accordance with regulations prescribed by the Secretary of the Treasury or his delegate.

1.31 "MOC " Maritime Overseas Corporation, a New York corporation.

1.32 "Normal Retirement Date" The first day of the month in which a Participant attains age 65.

1.33 "One Year Period of Severance" Any 12 month period beginning on the Severance From Service Date, or anniversary thereof, and ending on the following anniversary thereof, in which the Employee is not credited with one or more Hours of Employment.

1.34 "OSG Stock" Common Stock of Overseas Shipholding Group, Inc., par value $1.00 per share.

1.35 "OSG Stock Fund" An Investment Fund under the Plan which is intended to invest primarily in OSG Stock.

1.36 "Parental Leave" An Employee's leave of absence from employment with an Affiliated Company because of pregnancy, birth of the Employee's child, placement of a child with the Employee in connection with adoption of the child or caring for a child immediately following birth or adoption, including, without limitation, leave of absence in accordance with the Family and Medical Leave Act of 1993, as it may from time to time be amended or supplemented. The Affiliated Company shall determine the first and last day of any Parental Leave.

1.37 "Participant" Any person included in the membership of the Plan as provided in Article 2 who is not an Inactive Participant or Retired Participant.

1.38 "Plan" The OSG Ship Management, Inc. Savings Plan as described herein or as hereafter amended.

1.39 "Plan Administrator" The Company or its designee. The Company shall also be the named fiduciary in accordance with Section 402(a)(2) of ERISA, other than with regard to investments, in which case the named fiduciary shall be the Investment Committee (to the extent provided in Section 12.2).

1.40 "Plan Year" The calendar year.

1.41 "Pre-Tax Account" The account into which shall be credited the Pre-Tax Contributions made by a Participant and earnings or losses on those contributions.

1.42 "Pre-Tax Contributions" Amounts contributed pursuant to Section 3.1. "Pre-Tax Contributions" shall be classified as either "Basic Pre-Tax Contributions" or "Supplemental Pre-Tax Contributions."

1.43 "Recordkeeper" The party employed by the Savings Plan Committee to keep the records and accounts of individual Participants, Inactive Participants, Retired Participants and Beneficiaries under the Plan.

1.44 "Restatement Date" January 1, 1997

1.45 "Retired Participant" Any person whose employment has terminated after he or she has:

1.46 "Rollover Account" The Eligible Employee's subaccount with respect to rollover contributions pursuant to Section 3.11 hereof, and the earnings thereon.

1.47 "Savings Plan Committee" The managing board of the Plan as provided in Article 11.

1.48 "Severance From Service Date" The earliest of the dates that:

1.49 "Timely Notice" With respect to an event shall be a written notice made no later than the fifteenth day of the month before the end of a calendar quarter.

1.50 "Totally and Permanently Disabled" The Participant has (a) been granted entitlement to a Social Security disability benefit or would have been entitled to such a benefit were it not for failing the "quarters of coverage" test, and (b) furnished written medical proof of such disability satisfactory to the Savings Plan Committee.

1.51 "Trust" or "Trusts" The trust(s) established or maintained under the Trust Agreement.

1.52 "Trustee" or "Trustees" Anyone serving as trustee(s) under the Trust Agreement.

1.53 "Valuation Date" Each day on which the New York Stock Exchange is open for business.

2.1 Eligibility to Participate: Effective as of January 1, 1999, every Eligible Employee is eligible to participate in the Plan as of the first day of the first full payroll period following the later of (i) the date of his or her completion of 60 days of Continuous Service, or (ii) attainment of age 21. Prior to January 1, 1999, every Eligible Employee was eligible to participate in the Plan as of the first day of the first payroll period ending in the calendar quarter following the latest of (i) the date of his or her completion of one year of Continuous Service, (ii) attainment of age 21, and (iii) the Effective Date of the Plan. Notwithstanding the foregoing, an Eligible Employee whose first Hour of Employment occurs in 1998 and who has completed at least 60 days of Continuous Service and attained age 21 shall be eligible to participate in the Plan as of the first day of the first payroll period which occurs in 1999. For the purpose of this Article, a year of Continuous Service shall be the consecutive twelve month period during which an Employee has at least 1,000 Hours of Employment, commencing with his or her Employment Date or, if in such period he or she does not have at least 1,000 Hours of Employment, commencing with the first day of the calendar year after his or her Employment Date during which he or she has 1,000 Hours of Employment.

2.2 Commencement of Participation: An Employee eligible to participate in the Plan under Section 2.1 may become a Participant as of the first full payroll period which follows his or her Timely Notice of the intent to participate by filing an enrollment form with the Plan Administrator. On such enrollment form he or she shall:

Participation in the Plan by an Employee is entirely voluntary. Participation shall commence on the first date as of which a Participant's Compensation is reduced.

2.3 Continuity of Participation: Continuity of participation will not be broken by reason of the suspension of the Participant's contributions, or by his or her failure to receive Compensation in any month due to (a) layoff or (b) approved leave of absence granted by his or her Employer or Affiliated Company. Continuity of participation will cease on the Severance From Service Date.

2.4 Non-Interruption of Participation: An Employee's participation in the Plan shall not terminate if he or she is employed by an Affiliated Company.

2.5 Termination of Participation: An Employee's participation in the Plan shall terminate after the last payment due to him or her is made under Article 7 of the Plan, or, if no payment is due, when he or she terminates employment.

2.6 Re-employment: (a) An Employee who was eligible to participate in the Plan, whether or not he or she did participate in the Plan, shall, upon reemployment by an Affiliated Company, be eligible to again participate in the Plan, to the extent permitted by his or her Compensation, if (i) he or she had completed 5 years of Continuous Service on his or her Severance from Service Date, or (ii) he or she had not completed 5 years of Continuous Service on his or her Severance from Service Date and had not more than 5 consecutive One Year Periods of Severance. In such event, the Continuous Service as of his or her original Severance From Service Date and the forfeited portion of the Accounts, if any, shall be restored as of the rehire date.

(b) Any other Employee shall be eligible to participate when he or she satisfies the requirements of Section 2.1 counting only service following the date of his or reemployment. In such event, the Continuous Service as of his or her original Severance From Service Date and the forfeited portion of the Accounts shall not be restored.

2.7 Qualified Military Service: Notwithstanding any provision of this Plan to the contrary, effective as of December 12, 1994, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Internal Revenue Code.

3.1 Amount of Contributions: A Participant may make Basic Pre-Tax Contributions of 1,2,3,4,5 or 6 percent of Compensation for any Plan Year. A Participant may make Supplemental Pre-Tax Contributions based upon a percentage of Compensation. If the Participant is a Non-Highly Compensated Employee, he or she may make Supplemental Pre-Tax Contributions up to 11 percent of Compensation, or, effective as of January 1, 1998, 14.5 percent of Compensation. If the Participant is a Highly Compensated Employee, he or she may make Supplemental Pre-Tax Contributions up to 3 percent of Compensation.

The total of all Pre-Tax Contributions in any Plan Year may not exceed the Maximum Pre-Tax Contributions.

In the event the Company shall reduce a Participant's, Retired Participant's or Inactive Participant's salary or wage by more than the Maximum Pre-Tax Contribution, or in the event a Participant, Inactive Participant or Retired Participant participated in another plan in which his or her salary or wage was reduced and the combined reduction pursuant to such other plan and this Plan shall exceed the Maximum Pre-Tax Contribution and the Participant, Inactive Participant or Retired Participant shall inform the Plan Administrator that he or she desires a return of the excess deferral prior to March 1 following the close of the applicable Plan Year, the Plan Administrator shall return such excess deferral with earnings to the Participant, Retired Participant or inactive Participant by April 15 following the close of the applicable Plan Year.

3.2 After-Tax Contributions: Effective as of January 1, 1998, a Participant may make After-Tax Contributions based upon a percentage of Compensation. The total amount of a Non-Highly Compensated Employee's Pre-Tax Contributions plus After-Tax Contributions may not exceed 20.5 percent of Compensation. The total amount of a Highly Compensated Employee's Pre-Tax Contributions plus After-Tax Contributions may not exceed 9 percent of Compensation.

3.3 Suspension of Contributions: Upon written notice to the Savings Plan Administrator, a Participant may suspend his or her contributions as of the beginning of the first payroll period following such notice. The contributions so suspended may not subsequently be made up.

3.4 Election to Contribute: An Employee may elect to commence, alter or resume contributions as of the first day of the first payroll period after which the Savings Plan Administrator receives written notice.

3.5 Deposit of Contributions: The Company shall deposit such Pre-Tax and After-Tax Contributions with the Trustee as soon as practicable following the end of the month containing the payroll period for which they have been withheld.

3.6 Company Contributions: Each month each Participant will be credited with an amount equal to the Company Matching Percentage, as defined in Section 3.7, of Basic Pre-Tax Contribution, if any, on account of payroll periods ending in the prior month, provided, however, no Company Contribution shall be required for amounts which fail the test required under Section 3.8 or which would, if made, fail the test required under Section 3.9. The Company shall make monthly contributions to the trust which together with available forfeitures, equal the amounts described in the preceding sentence, if any, which are required for the prior month plus amounts required to restore any Company Contribution Account as provided under Section 2.6.

3.7 Rate of Company Contributions: The Company Matching Percentage shall be determined by the Company in the Company's sole discretion. From January 1, 1995 through December 31, 1999, the Matching Percentage has been 75 percent. The Company may, in its sole discretion, change the amount of the Company Matching Percentage, if any, on a prospective basis. The Company may, but need not, explain the basis of its decision to Participants and eligible Employees.

3.8 Actual Deferral Percentage: The Recordkeeper or Plan Administrator, based on data supplied by the Company, shall determine as of the close of each Plan Year which Participants are Highly Compensated Employees. The Recordkeeper or Plan Administrator shall determine the Actual Deferral Percentages for eligible Highly Compensated Employees for the current Plan Year and for all other Employees eligible to participate in the Plan for the prior Plan Year. The Actual Deferral Percentage for eligible Highly Compensated Employees for the current Plan Year shall not exceed the Actual Deferral Percentage for all other Employees for the prior Plan Year who are eligible to participate multiplied by 1.25. If the Actual Deferral Percentage for eligible Highly Compensated Employees exceeds the Actual Deferral Percentage for all other Employees who are eligible to participate by no more than 2 percentage points, the 1.25 multiplier in the preceding sentence shall be replaced by 2.0.

The Recordkeeper or Plan Administrator shall inform the Savings Plan Committee as to that portion of Highly Compensated Employees' Pre-Tax Contributions ("Excess Contribution") which must be returned to assure the foregoing requirement is met. Such Excess Contributions shall be computed by reducing the Pre-Tax Contributions made on behalf of the Highly Compensated Employee with the largest amount of Pre-Tax Contributions until the dollar amount of his or her Pre-Tax Contributions equals the dollar amount of Pre-Tax Contributions made on behalf of the Highly Compensated Employee having the next largest amount of Pre-Tax Contributions. This process shall continue until all Excess Contributions are distributed. The Savings Plan Committee shall instruct the Trustee to return such Excess Contribution plus any income allocable thereto prior to 2-1/2 months after the close of the Plan Year.

During a Plan Year, the Plan Administrator may reduce the permitted Pre-Tax Contributions of the Highly Compensated Employees for the Plan Year to enable the Plan to comply with the provisions of this Section.

3.9 Actual Contribution Percentage: After having made any necessary adjustment as provided above, the Recordkeeper shall repeat the above process with respect to the Actual Contribution Percentage. The Savings Plan Committee shall not have the discretion to include Pre-Tax Contributions in the Actual Contribution Percentage definition if such inclusion shall require a reduction in the Pre-Tax Contribution. The Savings Plan Committee shall instruct the Trustee to return such Excess Contribution plus any income allocable thereto prior to 2-1/2 months after the close of the Plan Year.

3.10 Maximum Annual Additions:

3.11 Rollover Contributions: Prior to January 1, 1998, this Plan did not accept any rollover contributions from any other plan qualified under Section 401(a) of the Code or any individual retirement account. Effective as of January 1, 1998, any Eligible Employee, whether or not a Participant, may roll over all or any portion of his or her account under a plan of a previous employer which is qualified under Section 401(a) of the Internal Revenue Code, provided that (i) the rollover is permitted under the Internal Revenue Code, (ii) the rollover is made on a timely basis as required by the Internal Revenue Code, and (iii) evidence satisfactory to the Savings Plan Committee as to the foregoing is furnished to the Savings Plan Committee. Any amount rolled over to the Plan shall be fully vested and nonforfeitable and shall be credited to a separate Rollover Account for the Employee, which Rollover Account shall accrue earnings or losses.

4.1 Participant's Direction: Each Participant's Pre-Tax Contributions shall be invested in one or more of the Investment Funds in accordance with his or her written instructions. Effective as of February 1, 2000, the OSG Stock Fund shall be made available as an additional Investment Fund.

The Participant may designate any multiple of 5 percent of his or her Pre-Tax Contributions to be directed to any Investment Fund, so that the total of all such designations equals 100 percent. All other contributions to the Plan, including Company Matching Contributions, After-Tax Contributions and Rollover Contributions shall be invested in the same proportion as Pre-Tax Contributions.

Notwithstanding the foregoing, in no event shall a Participant (or, in the event of the Participant's death, the Participant's Beneficiary) be entitled to elect to invest more than twenty-five percent (25%) of his or her Basic and/or Supplemental Pre-Tax Contributions, After-Tax Contributions, Rollover Contributions, Company Contributions and future contributions to such accounts made on his or her behalf in the OSG Stock Fund.

4.2 Change of Investment Direction: A Participant may change his or her investment elections made pursuant to Section 4.1 at such times as established by the Savings Plan Committee, in its sole discretion. Such elections can be made in writing or by telephone to the Recordkeeper or through the Recordkeeper's website and will be effective in accordance with the Recordkeeper's business practices.

4.3 Reallocation of Accounts: As of each Valuation Date, a Participant, Inactive Participant or Retired Participant may elect to have the value of all, or any, multiple of 5 percent (or such other multiple as the Savings Plan Committee may prescribe in its sole discretion) of the value of his or her Accounts in any Investment Fund reallocated to another Investment Fund or Investment Funds at such times as established by the Savings Plan Committee, in its sole discretion. Such election can be made in writing or by telephone to the Recordkeeper and will be effective in accordance with the Recordkeeper's business practices.

5.1 Accounts: Each Participant, Inactive Participant and Retired Participant shall have established for him or her an Account or Accounts in each of the funds in which he or she participates.

5.2 Valuation Date: A Participant's, Inactive Participant's and Retired Participant's interest in each of the funds shall be determined as of each Valuation Date.

5.3 Account Names: The value of each Participant's, Inactive Participant's and Retired Participant's interest in each fund shall be kept by Accounts. Such Accounts shall be known as the Pre-Tax Account, After-Tax Account, Company Contribution Account and Rollover Account.

5.4 Basis for Accounts: As of each Valuation Date, the Trustee shall value the assets of each fund in accordance with its normal business procedures.

6.1 Conditions for Grant of Loans: A Participant may make written application to the Plan Administrator for a loan. The loan shall be processed as soon as practicable following written notice of the Participant's intent to receive a loan. Effective as of January 1, 1999, no loan shall be made to a Participant who is in default on any loan under this Plan. Prior to January 1, 1999, no loan shall be made to a Participant who:

In addition to such rules and regulations as the Savings Plan Committee may adopt, all loans shall comply with the following terms and conditions:

If the Participant is married his or her spouse must cosign the application for the loan and the notarized promissory note.

6.2 Maximum Loan: The maximum loan, regardless of the number of Affiliated Groups in which the Participant is employed, shall be the lesser of:

6.3 Minimum Loan: The minimum loan shall be $1,000.

6.4 Source of Funds: The amount of the loan is to be transferred in the following order of priority proportionately from the Participant's Rollover Account, After-Tax Account, Pre-Tax Account, and Company Contribution Account, and such loan amount shall be transferred proportionately from each such account which is invested in each Investment Fund to a fund which shall be designated the "Loan Fund". Such Loan Fund is invested solely in loans made to the Participant and the amount transferred to the Loan Fund shall be pledged as security for the loan made to the Participant. Payments of principal on the loan will reduce the balance of the Participant's Account held in the Loan Fund; such amount, together with the attendant interest payment, will be credited to the Participant's Account invested in accordance with his or her last instructions with respect to Participant Contributions.

6.5 Amortization of Loans: Payments of principal and interest shall be made by equal payroll deductions in an amount sufficient to amortize the loan over the repayment period. Alternatively, an Employee can repay without penalty the entire balance of the loan outstanding by check payable to the Trustee provided, however, no such repayment shall be allowed by a Participant who is then in the active service of the Company or an Affiliated Company until the loan has been outstanding for 6 months.

6.6 Default: If a loan is not repaid in accordance with the terms contained in the promissory note and a default occurs, the Trustee, at the direction of the Savings Plan Committee, shall execute upon its security interest in the Loan Fund to satisfy the debt and/or institute proceedings against the Participant; except that, the Trustee shall not levy against any portion of the Loan Fund attributable to amounts held in the Participant's Pre-Tax Account until such time as a distribution of the Pre-Tax Account could otherwise be made under the Plan. In addition, an Employee who defaults on a loan shall not be allowed to make Pre-Tax Contributions and no Company Contribution share be made on his or her behalf during the period of his or her default.

6.7 Direct Payment: If an Employee is on layoff or leave of absence he or she must repay his or her outstanding loan by monthly payments to the Trustee. For purposes of the Plan, if a loan is in default such layoff or leave of absence will be terminated and the Employee will be treated as a terminated employee.

6.8 Payments Reduced by Loan Balance: Except as provided in this Article, if an Employee has an outstanding loan at the time he or she becomes eligible for any payment under the Plan, the balance of the loan will be deducted from any payment due to him or her or made on his or her behalf.

6.9 Loan Interest Rate: The Savings Plan Committee shall determine the loan interest rate applicable for loans taken out on a periodic basis. Such rate shall be commensurate with rates charged by commercial lenders for similar arm's length loans. Once established, the rate of interest for any outstanding loan shall not change.

6.10 Loans to Parties in Interest: A "party in interest," as defined in Section 3(14) of ERISA, who is a Retired Participant or terminated Participant with an Account balance under the Plan shall have the right to receive a loan under the Plan.

6.11 Loan Processing Fee: Effective as of October 1, 1999, each Participant who makes a written application to the Plan Administrator for a loan shall be charged a $40 loan processing fee. This fee may be changed from time to time in the sole discretion of the Trustee.

7.1 Distribution to non-Retired Participants: A Participant whose employment is terminated and whose Vested Interest is less than $3,500, or, effective as of January 1, 1998, $5,000, will receive his or her Vested Interest in a lump sum as soon as practicable following his or her termination of employment. A Participant whose employment is terminated and whose Vested Interest is greater than or equal to $3,500, or effective as of January 1, 1998, $5,000, may elect to receive his or her Vested Interest in a lump sum as soon as practicable following his or her termination of employment, or may elect to defer his or her lump sum consistent with Article 10. Such distribution may commence at any time between termination of employment and the date required by Section 10.1. A Participant who elects to defer his or her lump sum consistent with Article 10 shall be deemed an Inactive Participant.

7.2 Distribution to Retired Participants: A Retired Participant who elects not to receive his or her Vested Interest in a lump sum on the termination of his or her employment may, subject to Section 10.1, elect to receive his or her Vested Interest in no less than 3 and no more than 10 annual installments, in cash, the payment from each Account of each installment to have the remaining value of each Account prior to each distribution divided by the number of the then remaining installments, provided the number of installments allows the initial installment to be at least $1,000. Such distribution may commence at any time between termination of employment and the date required by Section 10.1.

7.3 Forfeiture of Non-Vested Accounts: Upon termination of employment, the portion of a Participant's Company Contribution Account which is not vested shall be forfeited. If the Participant is subsequently rehired, the forfeited amount may be restored as provided under Section 2.6.

7.4 In-Service Distributions: A Participant may withdraw all or any portion of his or her Rollover Account in a lump sum at any time. Notwithstanding the foregoing, only 2 withdrawals from a Participant's Rollover Account may be made in any Plan Year.

8.1 Distribution on Death except Retired Participants on Pay Status: If a Participant, Inactive Participant or a Retired Participant dies prior to the commencement of payments under the Plan, his or her entire interest shall be paid in one lump sum in cash to his or her surviving spouse, if located, or if he or she has no surviving spouse or if his or her surviving spouse agreed in writing by obtainable notarized consent, to his or her designated Beneficiary, or if he or she had not designated a Beneficiary and has no surviving spouse, to his or her estate or legal representative.

8.2 Distribution on Death of a Retired Participant after Installment Payments Commence: If a Retired Participant dies after the commencement of installment payments under Section 7.2, the payments will be continued to his or her surviving spouse, if located, or if he or she has no surviving spouse or if his or her surviving spouse agreed in writing by obtainable notarized consent, to his or her designated Beneficiary; provided, however, that prior to the commencement of installment payments, the Retired Participant may elect that the Beneficiary or the surviving spouse, as the case may be, shall receive a lump sum on the Retired Participant's death, or after the Retired Participant's death, the Beneficiary or surviving spouse may so elect. If the Retired Participant has not designated a Beneficiary or if his or her Beneficiary does not survive him or her, a lump sum shall be payable to his or her surviving spouse, or if there is no surviving spouse, to his or her estate or legal representative. In the event installments are continued to a Beneficiary and said Beneficiary dies, the balance of the Accounts shall be paid to the Beneficiary's estate or legal representative.

9.1 Voting of OSG Stock: Each Participant, Inactive Participant and Retired Participant ("Member") (or, in the event of the Member's death, the Member's Beneficiary) shall be entitled to instruct the Trustee as to the manner in which the OSG Stock held in the OSG Stock Fund attributable to the Member's Account shall be voted on each matter brought before an annual or special stockholders' meeting of the Company. Before each such meeting of stockholders, the Company shall cause to be furnished to each Member (or, in the event of the Member's death, the Member's Beneficiary) a copy of all proxy solicitation material, together with a form requesting confidential instructions to be given to the Trustee on how the OSG Stock attributable to the Member's Account shall be voted on each such matter. Upon timely receipt of such instructions, the Trustee shall on each such matter vote such OSG Stock as instructed. The instructions received by the Trustee from Members (or Beneficiaries, as the case may be) shall be held by the Trustee in confidence and shall not be divulged or released to any person, including officers or employees of the Company or any Affiliated Company. Where no such voting instructions have been received by the Trustee, the Trustee shall vote such OSG Stock as to which timely instructions were not received by the Trustee in the same proportion as it votes shares of OSG Stock as to which timely instructions were received by the Trustee except as otherwise required to comply with ERISA.

9.2 Tender and Exchange Offers on OSG Stock: (a) Each Member (or, in the event of the Member's death, the Member's Beneficiary) shall have the right, based upon the OSG Stock held in the OSG Stock Fund attributable to the Member's Account, to direct the Trustee in writing as to the manner in which to respond to a tender or exchange offer for such OSG Stock and the Trustee shall tender or not tender such OSG Stock for each Member's Account based upon such instructions. The Company shall utilize its best efforts to timely distribute or cause to be distributed to each Member (or Beneficiary, as the case may be) such identical written information (if any) as will be distributed to stockholders of the Company in connection with any such tender or exchange offer and a tender or exchange offer instruction form for return to the Trustee or its designee.

(b) The form described in (a) above shall show the number of full shares of OSG Stock attributable to the Member's Account (whether or not vested) and shall provide a means for him or her to (i) instruct the Trustee whether or not to tender such shares and (ii) specify the Investment Fund under the Plan in which the proceeds of any sale shall be invested in the event such shares are sold pursuant to the tender offer. Such form shall also advise each Member with an investment in the OSG Stock Fund that, in the event the Trustee is not provided with tender or exchange instructions, the Trustee shall tender or exchange any such shares of OSG Stock as to which timely instructions were not received by the Trustee in the same proportion as it tenders or exchanges shares of OSG Stock as to which timely instructions were received by the Trustee except as otherwise required to comply with ERISA. Such form shall further advise that, in the event a Member's OSG Stock is sold and the Member has not specified the Investment Fund in which the proceeds shall be invested, such proceeds shall be invested in a guaranteed interest account or a money market fund, until a further investment election is made by the Member pursuant to the Plan. Except for the foregoing, the Company shall not provide to the Member any information or guidance not provided to all stockholders. Upon receipt of such instructions, the Trustee shall tender or not tender (or withdraw from tender) or exchange such OSG Stock in accordance with such instructions, and the Trustee shall tender or exchange any such shares of OSG Stock as to which timely instructions were not received by the Trustee in the same proportion as it tenders or exchanges shares of OSG Stock as to which timely instructions were received by the Trustee except as otherwise required to comply with ERISA. Except as may be required by law, instruction forms received from the Member shall be retained by the Trustee and shall not be provided to the Company or to any officer or employee thereof or to any other person.

9.3 Procedures of the Company Stock Fund With Respect to Voting and Tender Instructions: In implementing the foregoing procedures, the Company will act fairly, in the best interests of each Member, and in a manner which will not impose undue pressure on any Member as to what tender or exchange offer instructions he or she or she should give to the Trustee. The giving of an instruction to the Trustee to tender or exchange OSG Stock shall not be deemed to constitute withdrawal or suspension from the Plan or forfeiture of any portion of a Member's interest in the Plan. Accounts shall be adjusted appropriately to reflect the Trustee's execution of their instructions, or if no instructions were received, to reflect the Trustee' s tender or exchange of such shares of OSG Stock in the same proportion as it tenders or exchanges shares of OSG Stock as to which timely instructions were received by the Trustee. Proceeds resulting from the sale of any OSG Stock shall be invested in the Investment Fund specified by the Member in his or her instructions to the Trustee and, in the absence of such instructions, such proceeds shall be invested in the money market fund, until a further investment election is made by the Member pursuant to the Plan.

9.4 Member Deemed Named Fiduciary: Notwithstanding anything in the Plan to the contrary, each Member is, for purposes of this Section, hereby designated a "named fiduciary", within the meaning of Section 402(a)(1) of ERISA, with regard to his or her Account.

9.5 Confidentiality: It is intended that the OSG Stock Fund is administered and operated in accordance with Section 404(c) of ERISA and the regulations thereunder. For such purposes, the Trustee shall be the identified fiduciary and shall be responsible for, without limitation, the implementation and monitoring of confidentiality procedures.

10.1 Deferral of Payments: Unless a Retired Participant or an Inactive Participant elects to defer the receipt of his or her Accounts, no disbursement shall begin later than the 60th day after the later of the close of the Plan Year in which: (a) the Retired Participant or Inactive Participant reaches age 65, or (b) the date the Retired Participant terminates service with the Company. Notwithstanding the foregoing, prior to December 1, 1997, payments under the Plan must commence no later than the April 1 of the calendar year following the calendar year in which the Participant, Retired Participant or Inactive Participant reaches age 70-1/2. Effective as of December 1, 1997, payments under the Plan must commence no later than the April 1 of the calendar year following the calendar year in which the later of the following occurs: (a) the Participant, Retired Participant or Inactive Participant actually reaches age 70-1/2 or (b) the Participant or Inactive Participant retires (except that the provisions of the prior sentence shall continue to apply to 5 percent owners). While the Participant is employed by the Company, distributions shall be made over a period not exceeding the life expectancy of the Participant or the joint life expectancies of the Participant and his spouse. After termination of employment, only a lump sum distribution option or the distributions available under Section 7.2 of the Plan may be elected by the Participant.

10.2 Method of Payment: Disbursements from the funds in accordance with Articles 7 and 8 shall be made in cash by check drawn upon the Trust Account.

10.3 Timing of Payments: Cash disbursements made as provided in Section 10.2 and for the purpose of making any loan as provided in Article 6 shall be made as soon as practicable after the Valuation Date following the request for payment.

10.4 Direct Rollovers to Other Eligible Plans: A distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution from the Plan paid directly to an eligible retirement plan specified by the distributee in a direct rollover. An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life expectancy of the distributee or the joint life expectancies of the distributee and the distributee's designated beneficiary, or for a specified period of 10 years or more and any distribution to the extent such distribution is required under Section 401(a)(9) of the Internal Revenue Code. An eligible retirement plan is an individual retirement account described in Section 408 (a) of the Internal Revenue Code, an individual retirement annuity described in Section 408 (b) of the Internal Revenue Code, a qualified trust described in Section 401(a) of the Internal Revenue Code, or an annuity plan described in Section 403(a) of the Internal Revenue Code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternative payee under a qualified domestic relations order, as defined in Section 414 (p) of the Internal Revenue Code, are distributees with regard to the interest of the spouse or former spouse.

10.5 Payment of Benefits: In no event shall the payment of benefits under any form of benefit elected by a Participant extend over a period which exceeds the longest of the life expectancy of the Participant; or the joint life expectancies of the Participant and the Participant's beneficiary, if any. Notwithstanding anything else in this Plan to the contrary, the payment of any death benefit payable to any Beneficiary of a Participant shall be subject to the following rules:

17.1 No Employee Rights: Nothing in this Plan shall be construed as a contract of employment between an Affiliated Company and any Employee, nor as a guarantee of any Employee to be continued in the employment of the Affiliated Company, nor as a limitation on the right of an Affiliated Company to discharge any of its Employees with or without cause or with or without notice at any time at the option of the Affiliated Company.

17.2 Discretion: Any discretionary acts under this Plan by an Employer or by the Savings Plan Committee shall be uniform and applicable to all persons similarly situated. No discretionary act shall be taken which constitutes prohibited discrimination under the provisions of Section 401(a) of the Internal Revenue Code.

17.3 Prior Service: The Board of Directors may, in its discretion and under rules applicable to all Employees similarly situated, credit Employees with service prior to becoming Employees or Participants for determining (a) whether an Employee is an Eligible Employee or, (b) Continuous Service.

17.4 No Interest in Trust Fund: Irrespective of the amount of a Participant's Vested Interest, neither the Participant nor the Participant's Beneficiary or any other person shall have any interest or fight to any of the assets of the Trust Fund except as and to the extent expressly provided in this Plan.

17.5 Governing Law: The provisions of this Plan shall be governed by and construed and administered in accordance with ERISA, the Internal Revenue Code, and, where not inconsistent, the laws of the State of New York.

17.6 Participant Information: Each Participant, Retired Participant, and Inactive Participant shall be required to furnish the Savings Plan Committee with such information and data as may be considered necessary by the Savings Plan Committee for the proper administration of the Plan. Information and data submitted in conjunction with the retirement program of the Company may be accepted and used by the Savings Plan Committee under the Plan.

17.7 Statement of Accounts: As soon as practicable after the close of each Plan Year and at such other times as it deems advisable, the Savings Plan Committee shall cause to be sent to each Participant, Inactive Participant, and Retired Participant a written statement of his or her Accounts.

17.8 Severability: If any provision of this Plan is held illegal or invalid for any reason, the other provisions of this Plan shall not be affected.

17.9 Assumption of Risk: Each Participant, Retired Participant, Inactive Participant and Beneficiary assumes all risks connected with any decrease in the market value of any securities in the respective funds, and such funds shall be the sole source of any payments to be made to or on account of any Participant, Retired Participant, Inactive Participant or any Beneficiary under this Plan, the Company, its officers and directors assuming no liability or responsibility therefor.

17.10 Designation of Beneficiaries: A Participant shall file with the Savings Plan Administrator a written designation of a Beneficiary or Beneficiaries with respect to the assets in his or her Accounts on a form provided by the Plan Administrator. A Participant, Retired Participant or Inactive Participant may change or revoke such written designation by appropriately filing a new written designation of Beneficiary or Beneficiaries with the Savings Plan Administrator. In the event a Participant, Retired Participant or Inactive Participant is married, the designation of a Beneficiary other than his or her current spouse shall be valid only if concurred in by his or her current spouse as provided in Section 8.1, or Section 8.2, as the case may be.

17.11 Incompetence: In the event that the Savings Plan Committee shall find that a Participant, Inactive Participant, Retired Participant, Beneficiary or any other person entitled to any payment under the Plan is unable to care for his or her affairs because of illness or accident or any other reason, any such payments due may, unless claim shall have been made therefor by a duly appointed guardian, conservator, or other legal representative, be paid by the Trust at the direction of the Savings Plan Committee to the spouse, child, parent or to a blood relative or to any person deemed by the Savings Plan Committee to have incurred expenses for such Participant, Inactive Participant, Retired Participant, Beneficiary or other person entitled to payments under the Plan and any such payment so made by the Trustee as directed by the Savings Plan Committee shall be a complete discharge of the liabilities of the Plan therefor.

17.12 Missing Persons: If the Savings Plan Committee is unable, within 3 years after any benefit or other distribution becomes due under the Plan to a Participant, Inactive Participant, Retired Participant, or Beneficiary, to make payment because the identity and/or whereabouts of such person cannot be ascertained, notwithstanding diligent effort on the part of the Savings Plan Committee to locate such person or persons, which shall consist of a minimum of the mailing of due notice to any last known address or addresses, the Savings Plan Committee shall direct that such benefit or distribution, and all further benefits or distributions with respect to him or her, shall be placed in a forfeiture account, and all liabilities of the Plan, the Company, its officers and directors therefore shall thereupon terminate provided, however, such account shall be reinstated should the Participant reappear.

17.13 Adoption of the Plan by Additional Employers: The Board of Directors of the Company may include the employees of any Employer in the membership of the Plan upon appropriate action by such Employer necessary to adopt the Plan. In such event, or if any persons become Employees of the Company as the result of merger or consolidation or as the result of acquisition of all or part of the assets or business of another company, the Board of Directors shall determine to what extent, if any, previous service with such company shall be included for purposes of eligibility to participate in the Plan and for purposes of vesting under Section 5.5, but subject to the continued qualification of the Trust for the Plan as tax exempt under the Internal Revenue Code.

17.14 Employer Withdrawal: Any Company, subsidiary or Affiliated Company may terminate its participation in the Plan upon appropriate action by it, in which event the funds of the Plan held on account of Participants in the employ of such company shall be determined by the Savings Plan Committee, on the basis of valuation, and shall be treated as provided in Section 14.2 in the manner there provided if the Plan should be terminated, or shall be segregated by the Trustee as a separate trust, pursuant to certification to the Trustee by the Savings Plan Committee, continuing the Plan as a separate Plan for the employees of such company under which the Board of Directors of such company shall succeed to all the powers and duties of the Board of Directors, including the appointment of the members of the Savings Plan Committee and the Investment Committee.

17.15 Vesting Upon Employer Withdrawal: Anything in the Plan to the contrary notwithstanding, if the employment of a group of Participants is terminated as the result of the transfer of a part of the business of the Company or any subsidiary to another corporation or as a result of the merger of the Company or any subsidiary with another corporation and such Participants become employees of such other corporation, the Savings Plan Committee, with the approval of the Board of Directors of such subsidiary, may determine the value of the Accounts of each Participant at the date of such transfer or merger and amounts equal in value thereto may be vested for each such Participant and may be transferred at the date of such transfer or merger as a vested benefit to the trustee of an employee benefit plan meeting the requirements of Section 401(a) of the Internal Revenue Code (or any successor statutory provision) with respect to which such other corporation is an employer. Such transfer having been made, the Company, its officers and directors, the Trustee and the Savings Plan Committee and Investment Committee shall be discharged from all further liability under the Plan and Trust to, or in respect of, such Participants.

17.16 Notices: Any notice, request, election, designation, revocation or other communication under this Plan shall be in writing and shall be considered given when delivered personally or mailed by certified or registered mail, return receipt requested, except that any statement furnished pursuant to Section 17.7 or any other communication to all members shall be considered given when delivered personally or mailed by first class mail.

17.17 Adjustments for Changes in Capital Structure: The existence of this Plan shall not affect in any way the right or power of the Board of Directors or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger, consolidation or separation, including a spin-off, or other distribution of stock or property of the Company or Affiliated Companies, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting OSG Stock, the authorization or issuance of additional shares of Common Stock, the dissolution or liquidation of the Company or Affiliated Companies, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, spin-off or exchange of shares, distribution with respect to its outstanding OSG Stock or capital stock other than OSG Stock, reclassification of its capital stock, any sale or transfer of all or part of the Company's assets or business, or any similar change affecting the Company's capital structure or business and the Committee determines an adjustment is appropriate under this Plan, then the aggregate number and kind of shares which thereafter may be issued under this Plan, the number and kind of shares or other property (including cash) held under this Plan shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Members under this Plan or as otherwise necessary to reflect the change, and any such adjustment determined by the Committee in good faith shall be binding and conclusive on the Company and all Members, Beneficiaries and employees and their respective heirs, executors, administrators, successors and assigns.

17.18 Headings: The headings in this Plan are for convenience of reference and shall not be given substantive effect.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its officer thereunto duly authorized, this ___ day of ___________, 1999.

B. Required Content of a QDRO - Under applicable law, an Order must satisfy the following requirements in order to constitute a QDRO:

C. Procedures Pending or Upon Receipt of an Order - Upon receipt of an Order or preliminary to such receipt, the following procedures will be followed with respect to the account of a Participant under the Plan ("Plan Account").