EXHIBIT 10(iii)(s)
AMENDMENT NUMBER ONE
TO THE
OVERSEAS SHIPHOLDING GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PLUS
AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002
WHEREAS, Overseas Shipholding Group, Inc. (the "Company") maintains
the Overseas Shipholding Group, Inc. Supplemental Executive Retirement Plan Plus
(the "Plan"); and
WHEREAS, the Board of Directors of the Company (the "Board") and the
Compensation Committee of the Board each have the authority to amend the Plan at
any time.
NOW, THEREFORE, the Plan is hereby amended, effective as of January
1, 2003, as follows:
1. Section 2 of the Plan is hereby amended to add a new Section 2(e) to
read as follows:
(e) Notwithstanding subsection (a) above, but recognizing the
provisions of paragraph 1 of Exhibit C to the extent not
inconsistent with the following, and in lieu of any other amounts
due hereunder, with respect to Morton P. Hyman, the Supplemental
Plus Benefit due on and after January 1, 2003 payable to the
Participant (or, in the event of his death prior to payment, his
designated beneficiary or, if none, his estate) shall be paid in a
lump sum equal to (i) the Supplemental Plus Benefit calculated as if
the Participant incurred a Termination of Employment as of December
31, 2002, with interest accruing after such date until the date of
distribution at the rate of 4.96% per annum, less (ii) the sum of
(x) the lump sum value at the time of such distribution of the
Participant's accrued benefit under the Qualified Plan and (y) the
lump sum value at the time of such distribution of the Participant's
Basic Supplemental Benefit under the Basic Plan.
2. Section 6 of the Plan is hereby amended in its entirety to read as
follows:
6. Claims Procedure.
(a) Any claim by a Participant or former Participant or Beneficiary
("Claimant") with respect to eligibility, participation,
contributions, benefits or other aspects of the operation of the
Plan shall be made in writing to the Committee for such purpose. The
Committee shall provide the Claimant with the necessary forms and
make all determinations as to the right of any person to a disputed
benefit. If a Claimant is denied benefits under the Plan, the
Committee shall notify the Claimant in writing of the denial of the
claim within ninety (90) days after the Committee receives the
claim, provided that in the event of special circumstances such
period may be extended. The ninety (90) day period may be extended
up to ninety (90) days (for a total of one hundred eighty (180)
days).
If the initial ninety (90) day period is extended, the Committee
shall notify the Claimant in writing within ninety (90) days of
receipt of the claim. The written notice of extension shall indicate
the special circumstances requiring the extension of time and
provide the date by which the Committee expects to make a
determination with respect to the claim. If the extension is
required due to the Claimant's failure to submit information
necessary to decide the claim, the period for making the
determination will be tolled from the date on which the extension
notice is sent to the Claimant until the earlier of (i) the date on
which the Claimant responds to the Committee's request for
information, or (ii) expiration of the forty-five (45) day period
commencing on the date that the Claimant is notified that the
requested additional information must be provided. If notice of the
denial of a claim is not furnished within the required time period
described herein, the claim shall be deemed denied as of the last
day of such period.
If the claim is wholly or partially denied, the notice to the
Claimant shall set forth:
(i) The specific reason or reasons for the denial;
(ii) Specific reference to pertinent Plan provisions
upon which the denial is based;
(iii) A description of any additional material or
information necessary for the Claimant to complete the claim request
and an explanation of why such material or information is necessary;
(iv) Appropriate information as to the steps to be taken
and the applicable time limits if the Claimant wishes to submit the
adverse determination for review; and
(v) A statement of the Claimant's right to bring a civil
action under Section 502(a) of ERISA following an adverse
determination on review.
(b) If the claim has been wholly or partially denied, the
Claimant may submit the claim for review by the Committee. Any
request for review of a claim must be made in writing to the
Committee no later than sixty (60) days after the Claimant receives
notification of denial or, if no notification was provided, the date
the claim is deemed denied. The Claimant or his duly authorized
representative may:
(i) Upon request and free of charge, be provided with
reasonable access to, and copies of, relevant documents, records,
and other information relevant to the Claimant's claim; and
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(ii) Submit written comments, documents, records, and
other information relating to the claim. The review of the claim
determination shall take into account all comments, documents,
records, and other information submitted by the Claimant relating to
the claim, without regard to whether such information was submitted
or considered in the initial claim determination.
(c) The decision of the Committee shall be made within sixty
(60) days after receipt of the Claimant's request for review, unless
special circumstances (including, without limitation, the need to
hold a hearing) require an extension. In the event of special
circumstances, the sixty (60) day period may be extended for a
period of up to one hundred twenty (120) days.
If the initial sixty (60) day period is extended, the Committee
shall, within sixty (60) days of receipt of the claim for review,
notify the Claimant in writing. The written notice of extension
shall indicate the special circumstances requiring the extension of
time and provide the date by which the Committee expects to make a
determination with respect to the claim upon review. If the
extension is required due to the Claimant's failure to submit
information necessary to decide the claim, the period for making the
determination will be tolled from the date on which the extension
notice is sent to the Claimant until the earlier of (i) the date on
which the Claimant responds to the Plan's request for information,
or (ii) expiration of the forty-five (45) day period commencing on
the date that the Claimant is notified that the requested additional
information must be provided. If notice of the decision upon review
is not furnished within the required time period described herein,
the claim on review shall be deemed denied as of the last day of
such period.
The Committee, in its sole discretion, may hold a hearing regarding
the claim and request that the Claimant attend. If a hearing is
held, the Claimant shall be entitled to be represented by counsel.
(d) The Committee's decision upon review on the Claimant's
claim shall be communicated to the Claimant in writing. If the claim
upon review is denied, the notice to the Claimant shall set forth:
(i) The specific reason or reasons for the decision,
with references to the specific Plan provisions on which the
determination is based;
(ii) A statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to
the claim; and
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(iii) A statement of the Claimant's right to bring a
civil action under Section 502(a) of ERISA.
(e) The Committee shall have the full power and authority to
interpret, construe and administer this Plan in its sole discretion
based on the provisions of the Plan and to decide any questions and
settle all controversies that may arise in connection with the Plan.
Both the Committee's and the Board's interpretations and
construction thereof, and actions thereunder, made in the sole
discretion of the Committee and the Board, including any valuation
of the Supplemental Plus Benefit, any determination under this
Section 6, or the amount of the payment to be made hereunder, shall
be final, binding and conclusive on all persons for all persons. No
member of the Board or Committee shall be liable to any person for
any action taken or omitted in connection with the interpretation
and administration of this Plan.
(f) The claims procedures set forth in this section are
intended to comply with United States Department of Labor Regulation
ss. 2560.503-1 and should be construed in accordance with such
regulation. In no event shall it be interpreted as expanding the
rights of Claimants beyond what is required by United States
Department of Labor Regulation ss. 2560.503-1. The Committee may at
any time alter the claims procedure set forth above, so long as the
revised claims procedure complies with ERISA, and the regulations
issued thereunder.
IN WITNESS WHEREOF, the Compensation Committee of the Board has
caused this Amendment to be executed this 4th day of February, 2003.
OVERSEAS SHIPHOLDING GROUP, INC.
By: s/ ROBERT N. COWEN
----------------------------
Robert N. Cowen
Title: Senior Vice President and
Chief Operating Officer
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