AMENDED AND RESTATED AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made by and entered
into between INTERNATIONAL SHIPHOLDING CORPORATION (hereinafter referred to as “ISC”), a
Delaware corporation appearing herein through Gary L. Ferguson, its duly authorized Vice President and Chief
Financial Officer, and ERIK F. JOHNSEN (hereinafter referred to as “Employee”), an employee of ISC.
WHEREAS , ISC desires to assure itself of the continuing services of Employee in his present capacity
or in such other capacity as may be properly designated by the board of directors of ISC from time to time;
WHEREAS , Employee wishes to be assured that his family will be entitled to a certain amount of
benefits in the event of his death; and
WHEREAS , the parties hereto wish to provide the terms and conditions upon which ISC or one of its
subsidiaries shall pay such death benefits to Employee’s family after his death.
NOW , THEREFORE , in consideration of the premises and of the mutual promises herein contained,
the parties hereto agree as follows:
Upon the death of Employee, if he is then employed by IS or has terminated his employment at
ISC by reason of retirement, inability to continue because of disability or illness, or because of his
discharge without cause, ISC shall pay to Karen J. Baldwin, Erik L. Johnsen, Anne J. Bailey, R.
Christian Johnsen, Ann Koerner, John M. Parker, Kathryn P. Brown and C.C. Langenstein
(collectively, the “Designated Beneficiaries”), a one-time aggregate lump sum payment of
$626,197 (such amount being divided equally among the Designated Beneficiaries) within 30
days of the date of Employee’s death, provided that in the event any Designated Beneficiary
predeceases Employee, ISC shall pay such predeceased Designated Beneficiary’s portion of
such payment to the then living children of such predeceased Designated Beneficiary.
In consideration of the foregoing agreement of ISC and of the payments to be made by ISC