DIRECTOR AND OFFICER INDEMNITY AGREEMENT
This agreement (the “ Agreement ”) is made and entered into as of the 9 th day of November, 2007, by
and between OSG America L.P., a Delaware limited partnership (the “ Partnership ”), and James G. Dolphin,
(the “ Indemnitee ”).
A. The Indemnitee is a Director of OSG America LLC, a Delaware limited liability company and
the general partner of the Partnership (the “ General Partner ”).
B. Both the Partnership and the Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and officers of public entities in today’s environment.
C. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C.
Section 17-101, et seq ., (the “ Act ”) expressly recognizes that, subject to such standards and restrictions as
may be set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify
and hold harmless any person from and against any and all claims and demands whatsoever.
D. Subject to the limitations set forth therein, Section 7.07 of the Amended and Restated
Agreement of Limited Partnership of the Partnership (the “ Partnership Agreement ”) requires the Partnership to
indemnify and advance expenses to the directors and officers of the General Partner to the fullest extent permitted
by law and the Indemnitee has been serving and continues to serve as a Director of the General Partner in part in
reliance on such provision.
E. In recognition of the Indemnitee’s need for substantial protection against any potential personal
liability in order to assure the Indemnitee’s continued service to the Partnership and General Partner in an
effective manner and the Indemnitee’s reliance on the provisions of the Partnership Agreement and in part to
provide the Indemnitee with specific contractual assurance that the protection promised by the Partne