OMI Corporation One Station Place Stamford, Connecticut 06901 April 17, 2007

Agreement, (ii) the commencement or consummation of the Offer (as defined in the Transaction Agreement), (iii) the consummation of the Merger (as defined in the Transaction Agreement), (iv) the consummation of the other Transactions (as defined in the Transaction Agreement), or (v) the announcement of any of the foregoing."

"(a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase set forth on the reverse side thereof and the certificate contained therein duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price (except as provided in Section 11(q)) with respect to the surrendered Rights for the total number of the Preferred Stock Fractions (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earl iest of (i) the time immediately prior to the Effective Time (as defined in the Transaction Agreement), but only if the Effective Time shall occur, (ii) the Close of Business on November 19, 2008 (the "Final Expiration Date"), or (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earliest of (i), (ii) or (iii) being referred to herein as the "Expiration Date").