X0202 3 2007-11-07 0 0001409134 OSG America L.P. OSP 0000075208 OVERSEAS SHIPHOLDING GROUP INC 666 THIRD AVENUE, 5TH FLOOR NEW YORK NY 10017 0 0 1 0 Limited partner interest 0 I See footnotes General partner interest 0 I See footnotes Incentive distribution rights 0 I See footnotes As of November 7, 2007, Overseas Shipholding Group, Inc. ("OSG") indirectly owns a 98% limited partner interest in the Issuer. At the closing of the Issuer's proposed initial public offering of common units ("Common Units") representing limited partner interests (the "Offering"), OSG's 98% limited partner interest will be converted into 1 Common Unit and 1 subordinated unit of the Issuer. As of November 7, 2007, OSG indirectly owns 100% of OSG America LLC ("OSG GP"), the sole general partner of the Issuer. OSG GP owns a 2% general partner interest in the Issuer. At the closing of the Offering, subsidiaries of OSG will convey certain assets and liabilities to the Issuer and in exchange therefor such subsidiaries expect to receive an aggregate of 7,499,999 Common Units and 14,999,999 subordinated units of the Issuer. At the closing of the Offering, OSG GP's 2% general partner interest will be converted to 1 general partner unit and the Issuer will issue to it 612,244 general partner units and OSG GP will receive incentive distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions in excess of specified amounts. At the closing of the Offering, OSG will be the indirect beneficial owner of the general partner interest in the Issuer and the IDRs owned by OSG GP. Overseas Shipholding Group, Inc. By /s/James I. Edelson, General Counsel and Secretary 2007-11-07