OSG SHIP MANAGEMENT, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE AS OF OCTOBER 30, 1998
This Plan is established effective as of October 30, 1998 ( the "Effective Date"). Effective as of the Effective
Date, OSG Ship Management, Inc. (the "Company") became the employer of substantially all of the former
employees of Maritime Overseas Corporation ("MOC"). Prior to the Effective Date, MOC maintained two
supplemental effective retirement plans, both primarily for the purpose of providing supplementary retirement
benefits for a select group of management and highly compensated employees of MOC - the Basic Supplemental
Executive Retirement Plan (the "MOC Basic SERP") and the Supplemental Executive Retire ment Plan Plus (the
"MOC SERP Plus").
This Plan applies to participants in the MOC Basic SERP who are not in pay status under the MOC Basic SERP
on the Effective Date and who elect, in writing, to waive any rights to benefits under the MOC Basic SERP. This
Plan also applies to future Participants designated by the Board.
1. DEFINITIONS. For purposes of this Plan, the following definitions apply:
(a) "ACTUARIAL EQUIVALENT" means an amount equal in value on an actuarial basis, as determined by an
actuary selected by the Committee, based upon the mortality and interest rates set forth in the Qualified Plan, as
amended from time to time.
(b) "BASIC SUPPLEMENTAL BENEFIT" means the lump sum benefit payable under this Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CHANGE OF CONTROL" means a change of control as provided in Exhibit A hereto.
(e) "CODE" means the Internal Revenue Code of 1986, as amended.
(f) "COMMITTEE" means the committee, if any, appointed by the Board to administer this Plan on its behalf. If
no committee is appointed, the Board shall be deemed to be the Committee.
(g) "COMPANY" means OSG Ship Management, Inc. or any successor thereto as a result of a merger or
(h) "EMPLOYEE" means any person emplo