<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>d527813_ex99-1.txt
<TEXT>
                                                                    Exhibit 99.1
                                                                  EXECUTION COPY
                        2,700,000 Shares of Common Stock

                     NORDIC AMERICAN TANKER SHIPPING LIMITED

                             UNDERWRITING AGREEMENT

                                November 17, 2004

BEAR, STEARNS & CO. INC.
UBS SECURITIES LLC
     As Representatives of the
     several Underwriters named in
     Schedule I attached hereto (the "Representatives")
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179

Ladies/Gentlemen:

     Nordic American Tanker Shipping  Limited,  a company organized and existing
under the laws of the Islands of Bermuda (the "Company"),  proposes,  subject to
the  terms  and  conditions  stated  herein,  to issue  and sell to the  several
underwriters  named in Schedule I hereto (the  "Underwriters")  an  aggregate of
2,700,000  shares (the "Firm Shares") of its common  shares,  par value $.01 per
share (the "Common Stock") and, for the sole purpose of covering over-allotments
in  connection  with  the  sale  of  the  Firm  Shares,  at  the  option  of the
Underwriters,  up to an additional  405,000 shares (the "Additional  Shares") of
Common  Stock.  The Firm  Shares  and any  Additional  Shares  purchased  by the
Underwriters  are referred to herein as the "Shares".  The Shares are more fully
described in the Registration  Statement and Prospectus referred to below. Bear,
Stearns & Co. Inc.  ("Bear  Stearns") and UBS  Securities LLC are acting as lead
managers  (together,  the "Lead  Managers") in connection  with the offering and
sale of the Shares contemplated herein (the "Offering").

     1.  Representations  and Warranties of the Company.  The Company represents
and warrants to, and agrees with, each of the Underwriters that:

          (a) The Company has filed with the Securities and Exchange  Commission
(the "Commission") a registration  statement on Form F-3 (No.  333-118128),  and
amendments thereto,  and related  preliminary  prospectuses for the registration
under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  of the
Shares which registration  statement, as so amended, has been declared effective
by the Commission and copies of which have heretofore been made available to the
Underwriters.  The  registration  statement,  as  amended  at the time it became
effective, including the prospectus,  financial statements,  schedules, exhibits
and other  information (if any) deemed to be part of the registration  statement
at the time of  effectiveness  pursuant to Rule 430A or 434 under the Securities
Act, is hereinafter referred to as the "Registration  Statement." If the Company
has filed or is  required  pursuant to the terms  hereof to file a  registration
statement   pursuant  to  Rule  462(b)  under  the  Securities  Act  registering
additional  shares of Common  Stock (a "Rule  462(b)  Registration  Statement"),
then, unless otherwise specified, any reference herein to the term "Registration
Statement" shall be deemed to include such Rule 462(b)  Registration  Statement.
Other  than a Rule  462(b)  Registration  Statement,  which,  if filed,  becomes
effective  upon  filing,  no other  document  with  respect to the  Registration
Statement has heretofore been filed with the Commission.  All of the Shares have
been registered under the Securities Act pursuant to the Registration  Statement
or, if any Rule 462(b) Registration  Statement is filed, will be duly registered
under  the  Securities  Act with the  filing of such  Rule  462(b)  Registration
Statement. No stop order suspending the effectiveness of either the Registration
Statement or the Rule 462(b) Registration Statement, if any, has been issued and
no  proceeding  for  that  purpose  has  been  initiated  or  threatened  by the
Commission.  The Company,  if required by the  Securities  Act and the rules and
regulations of the Commission  (the "Rules and  Regulations"),  proposes to file
the Prospectus with the Commission  pursuant to Rule 424(b) under the Securities
Act ("Rule 424(b)"). The prospectus, in the form in which it is to be filed with
the  Commission  pursuant  to Rule  424(b),  is  hereinafter  referred to as the
"Prospectus,"  except that if any revised  prospectus or  prospectus  supplement
shall be provided to the  Underwriters by the Company for use in connection with
the  Offering  which  differs from the  Prospectus  (whether or not such revised
prospectus  or  prospectus  supplement  is  required  to be filed by the Company
pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such revised
prospectus or prospectus supplement, as the case may be, from and after the time
it is  first  provided  to  the  Underwriters  for  such  use.  Any  preliminary
prospectus or  prospectus  subject to  completion  included in the  Registration
Statement or filed with the Commission pursuant to Rule 424 under the Securities
Act is hereafter called a "Preliminary  Prospectus." Any reference herein to the
Registration  Statement,  any Preliminary  Prospectus or the Prospectus shall be
deemed to refer to and include the documents  incorporated by reference  therein
pursuant  to Item 6 of Form F-3 which  were  filed  under the  Exchange  Act (as
defined  below) on or before the effective date of the  Registration  Statement,
the date of such  Preliminary  Prospectus or the date of the Prospectus,  as the
case may be,  and any  reference  herein to the terms  "amend",  "amendment"  or
"supplement"  with  respect  to  the  Registration  Statement,  any  Preliminary
Prospectus  or the  Prospectus  shall be deemed to refer to and  include (i) the
filing of any document  under the Exchange Act after the  effective  date of the
Registration  Statement,  the date of such Preliminary Prospectus or the date of
the Prospectus,  as the case may be, which is incorporated  therein by reference
and (ii) any such document so filed.  All  references  in this  Agreement to the
Registration  Statement,  the Rule 462(b) Registration  Statement, a Preliminary
Prospectus  and the  Prospectus,  or any amendments or supplements to any of the
foregoing  shall be deemed to include any copy thereof filed with the Commission
pursuant  to its  Electronic  Data  Gathering,  Analysis  and  Retrieval  System
("EDGAR") as superceded by a subsequent filing, if applicable.

          (b) At the time of the effectiveness of the Registration Statement or
any  Rule  462(b)   Registration   Statement   or  the   effectiveness   of  any
post-effective  amendment to the Registration Statement,  when the Prospectus is
first  filed with the  Commission  pursuant to Rule 424(b) or Rule 434 under the
Securities  Act  ("Rule  434"),  when  any  supplement  to or  amendment  of the
Prospectus  is filed with the  Commission,  when any  document  filed  under the
Exchange Act was or is filed and at the Closing Date and the Additional  Closing
Date, if any (as hereinafter  respectively  defined), the Registration Statement
and the Prospectus and any amendments  thereof and supplements  thereto complied
or will comply in all material  respects with the  applicable  provisions of the
Securities  Act, the Exchange Act and the Rules and  Regulations and did not and
will not contain an untrue statement of a material fact and did not and will not
omit to state any material  fact  required to be stated  therein or necessary in
order  to make  the  statements  therein  (i) in the  case  of the  Registration
Statement,  not misleading and (ii) in the case of the Prospectus or any related
Preliminary Prospectus in light of the circumstances under which they were made,
not  misleading.  When any  Preliminary  Prospectus  was  first  filed  with the
Commission  (whether  filed  as  part  of the  registration  statement  for  the
registration  of the Shares or any amendment  thereto or pursuant to Rule 424(b)
under the Securities Act) and when any amendment  thereof or supplement  thereto
was  first  filed  with the  Commission,  such  Preliminary  Prospectus  and any
amendments  thereof and supplements  thereto  complied in all material  respects
with the applicable  provisions of the Securities  Act, the Exchange Act and the
Rules and Regulations and did not contain an untrue statement of a material fact
and did not omit to state any  material  fact  required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.  No  representation  and warranty is
made in this subsection (b), however,  with respect to any information contained
in or omitted from the  Registration  Statement or the Prospectus or any related
Preliminary  Prospectus  or any  amendment  thereof  or  supplement  thereto  in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by  or  on  behalf  of  any  Underwriter   through  the  Lead  Managers
specifically  for use  therein.  The  parties  acknowledge  and agree  that such
information  provided  by or on behalf  of any  Underwriter  consists  solely of
underwriters  names included in the table of underwriters names and the material
included in (1) the first,  second and fifth  sentences of the third  paragraph,
(2) the portion of the first sentence of the tenth paragraph that relates to the
Underwriters'  action, (3) the twelfth paragraph,  (4) the first sentence of the
fourteenth  paragraph  and the  portion  of  fifth  sentence  of the  fourteenth
paragraph that relates to the Underwriters' approval and/or endorsement, (5) the
fifteenth  paragraph and (6) the third sentence of the sixteenth paragraph under
the caption "Underwriting" in the Prospectus.

               (c) Deloitte  Statsaurtoriserte  Revisorer AS, who have certified
the financial statements of the Company included or incorporated by reference in
the Registration  Statement are an independent registered public accounting firm
as required by the  Securities  Act, the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act") and the Rules and Regulations.

               (d) Subsequent to the respective dates as of which information is
given in the Registration  Statement and the Prospectus,  except as disclosed in
the  Registration  Statement and the  Prospectus,  the Company has not declared,
paid or made any dividends or other  distributions  of any kind on or in respect
of its  share  capital  and  there has been no  material  adverse  change or any
development  involving a prospective  material  adverse  change,  whether or not
arising from  transactions in the ordinary  course of business,  in or affecting
(i) the business,  condition  (financial or  otherwise),  results of operations,
stockholders' equity, properties or prospects of the Company; (ii) the long-term
debt or share capital of the Company;  or (iii) the Offering or  consummation of
any of the other transactions  contemplated by this Agreement,  the Registration
Statement or the Prospectus (a "Material Adverse Change"). Since the date of the
latest  balance  sheet   presented,   or  incorporated  by  reference,   in  the
Registration  Statement  and the  Prospectus,  the Company  has not  incurred or
undertaken  any  liabilities  or   obligations,   whether  direct  or  indirect,
liquidated  or   contingent,   matured  or   unmatured,   or  entered  into  any
transactions, including any acquisition or disposition of any business or asset,
which are  material to the  Company,  except for  liabilities,  obligations  and
transactions  which  are  disclosed  in  the  Registration   Statement  and  the
Prospectus.

               (e) The authorized,  issued and outstanding  share capital of the
Company is as set forth in the  Prospectus in the column headed  "Actual"  under
the caption  "Capitalization"  and,  after giving effect to the Offering and the
other transactions  contemplated by this Agreement,  the Registration  Statement
and the  Prospectus,  will be as set forth in the column  headed  "As  Adjusted"
under the caption "Capitalization".  All of the issued and outstanding shares in
the capital of the Company are fully paid and  non-assessable and have been duly
and validly  authorized and issued,  in compliance  with all  applicable  state,
federal and foreign  securities  laws and not in  violation of or subject to any
preemptive  or similar  right that does or will  entitle  any  person,  upon the
issuance or sale of any  security,  to acquire from the Company any Common Stock
or  other  security  of  the  Company  or  any  security  convertible  into,  or
exercisable or  exchangeable  for,  Common Stock or any other such security (any
"Relevant Security"), except for such rights as may have been fully satisfied or
waived prior to the effectiveness of the Registration Statement.

               (f) The Shares have been duly and validly  authorized  and,  when
delivered in accordance  with this  Agreement,  will be duly and validly issued,
fully paid and  non-assessable,  will have been  issued in  compliance  with all
applicable  state,  federal and foreign  securities  laws and will not have been
issued in violation of or subject to any  preemptive  or similar right that does
or will  entitle any person to acquire any  Relevant  Security  from the Company
upon issuance or sale of Shares in the Offering. The Common Stock and the Shares
conform in all material  respects to the descriptions  thereof  contained in the
Registration   Statement  and  the  Prospectus.   Except  as  disclosed  in  the
Registration Statement and the Prospectus, the Company does not have outstanding
warrants,  options to  purchase,  or any  preemptive  rights or other  rights to
subscribe for or to purchase,  or any contracts or commitments to issue or sell,
any Relevant Security.

               (g) The Company holds no ownership or other interest,  nominal or
beneficial, direct or indirect, in any corporation,  partnership,  joint venture
or other business entity.

               (h) The Company has been duly  organized and validly  exists as a
corporation,  in good  standing  under the laws of the Islands of  Bermuda.  The
Company has all requisite  power and authority to carry on its business as it is
currently being conducted and as described in the Prospectus,  and to own, lease
and operate its properties.  The Company is duly qualified to do business and is
in good  standing as a foreign  corporation  in each  jurisdiction  in which the
character  or location of its  properties  (owned,  leased or  licensed)  or the
nature or conduct of its business makes such qualification necessary, except for
those failures to be so qualified or in good standing which  (individually or in
the  aggregate)  would not have a material  adverse  effect on (i) the business,
condition (financial or otherwise), results of operations, stockholders' equity,
properties or prospects of the Company; (ii) the long-term debt or share capital
of the  Company;  or (iii)  the  Offering  or  consummation  of any of the other
transactions  contemplated by this Agreement,  the Registration Statement or the
Prospectus (any such effect being a "Material Adverse Effect").

               (i)  The  Company   has  all   necessary   consents,   approvals,
authorizations,  orders,  registrations,  qualifications,  licenses, filings and
permits  of,  with  and  from  all  judicial,  regulatory  and  other  legal  or
governmental  agencies  and bodies and all third  parties,  foreign and domestic
(collectively, the "Consents"), except where the failure to obtain such Consents
would  not have a  Material  Adverse  Effect,  to own,  lease  and  operate  its
properties  and  conduct  its  business  as it is  now  being  conducted  and as
disclosed  in the  Registration  Statement  and the  Prospectus,  and each  such
Consent is valid and in full force and effect,  and the Company has not received
notice of any  investigation  or  proceedings  which  results  in or, if decided
adversely  to the  Company,  could  reasonably  be  expected  to result  in, the
revocation  of, or imposition  of a materially  burdensome  restriction  on, any
Consent.  The  Company  is  in  compliance  with  all  applicable  laws,  rules,
regulations,  ordinances, directives, judgments, decrees and orders, foreign and
domestic,  except where  failure to be in  compliance  would not have a Material
Adverse  Effect.  No Consent  contains a materially  burdensome  restriction not
adequately disclosed in the Registration Statement and the Prospectus.

               (j) The Company has full right,  power and  authority  to execute
and  deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
consummate the  transactions  contemplated by this Agreement,  the  Registration
Statement and the Prospectus.  This Agreement and the transactions  contemplated
by this Agreement,  the Registration Statement and the Prospectus have been duly
and validly authorized by the Company.  This Agreement has been duly and validly
executed  and  delivered  by the Company and  constitutes  the legal,  valid and
binding  obligation of the Company,  enforceable  in accordance  with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and except as  enforceability  may be subject  to general  principles  of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

               (k) The execution,  delivery,  and  performance of this Agreement
and  consummation  of the  transactions  contemplated  by  this  Agreement,  the
Registration Statement and the Prospectus do not and will not (i) conflict with,
require  consent under or result in a breach of any of the terms and  provisions
of, or  constitute a default (or an event which with notice or lapse of time, or
both, would constitute a default) under, or result in the creation or imposition
of any lien,  charge or  encumbrance  upon any property or assets of the Company
pursuant to, any  indenture,  mortgage,  deed of trust,  loan agreement or other
agreement,  instrument,  franchise,  license or permit to which the Company is a
party or by which the  Company or its  properties,  operations  or assets may be
bound or (ii)  violate or conflict  with any  provision  of the  certificate  of
incorporation,   articles  of  association,  bye-laws  or  other  organizational
documents  of the  Company,  or (iii)  violate or conflict  with any law,  rule,
regulation,  ordinance,  directive,  judgment,  decree or order of any judicial,
regulatory or other legal or governmental  agency or body,  domestic or foreign,
except (in the case of clause  (i)  above) as would not have a Material  Adverse
Effect.

               (l) No Consent of, with or from any judicial, regulatory or other
legal or  governmental  agency or body or any third party,  foreign or domestic,
with jurisdiction over the Company, is required for the execution,  delivery and
performance of this Agreement or consummation of the  transactions  contemplated
by this Agreement, the Registration Statement and the Prospectus,  including the
issuance,  sale and delivery of the Shares,  except the  registration  under the
Securities  Act of the Shares,  and such Consents as may be required under state
securities  or blue sky  laws,  under  the  by-laws  and  rules of the  National
Association of Securities  Dealers,  Inc. (the "NASD") or NASD Regulation,  Inc.
("NASDR") in connection with the purchase and  distribution of the Shares by the
Underwriters  or by the  Bermuda  Monetary  Authority,  each of  which  has been
obtained and is in full force and effect.

               (m) Except as disclosed  in the  Registration  Statement  and the
Prospectus,  there  is no  judicial,  regulatory,  arbitral  or  other  legal or
governmental proceeding or other litigation or arbitration, domestic or foreign,
pending to which the Company is a party or of which any property,  operations or
assets of the Company is the subject which, individually or in the aggregate, if
determined  adversely to the Company,  would have a Material Adverse Effect;  to
the  best  of  the  Company's  knowledge,  no  such  proceeding,  litigation  or
arbitration  is  threatened  or  contemplated;  and  the  defense  of  all  such
proceedings,  litigation and arbitration  against or involving the Company would
not have a Material Adverse Effect.

               (n) The financial  statements  and pro forma data,  including the
notes  thereto,  and  the  supporting  schedules  included  or  incorporated  by
reference in the  Registration  Statement and the Prospectus  present fairly the
financial  position as of the dates  indicated and the cash flows and results of
operations for the periods specified of the Company;  except as otherwise stated
in the Registration Statement and the Prospectus, said financial statements have
been prepared in conformity  with United States  generally  accepted  accounting
principles  applied on a consistent  basis throughout the periods  involved.  No
other financial  statements or supporting  schedules are required to be included
in the Registration  Statement.  The other financial and statistical information
included or  incorporated  by reference in the  Registration  Statement  and the
Prospectus  present  fairly  the  information  included  therein  and have  been
prepared on a basis  consistent  with that of the financial  statements that are
included or  incorporated  by reference in the  Registration  Statement  and the
Prospectus  and the books  and  records  of the  respective  entities  presented
therein.

               (o) There are no pro forma or as  adjusted  financial  statements
which  are  required  to  be  included  or  incorporated  by  reference  in  the
Registration  Statement and the  Prospectus in accordance  with  Regulation  S-X
which have not been included as so required.

               (p) The statistical,  industry-related  and  market-related  data
included  in the  Registration  Statement  and the  Prospectus  are  based on or
derived from sources which the Company reasonably and in good faith believes are
reliable and accurate,  and such data agree with the sources from which they are
derived.

               (q) The  Company  is  subject to the  reporting  requirements  of
Section 13 or 15(d) of the Exchange Act and files reports with the Commission on
the EDGAR System.  The Common Stock is  registered  pursuant to Section 12(b) of
the  Exchange Act and the  outstanding  shares of Common  Stock  (including  the
Shares)  are  listed on the NYSE (as  defined in  Section  11(b)  below) and the
Company  has taken no action  designed  to,  or  likely to have the  effect  of,
terminating  the  registration  of the Common  Stock under the  Exchange  Act or
de-listing  the Common  Stock from the NYSE,  nor has the Company  received  any
notification  that the Commission or the NYSE is contemplating  terminating such
registration or listing.

               (r) The Company  maintains a system of  internal  accounting  and
other controls sufficient to provide reasonable assurances that (i) transactions
are executed in accordance with management's general or specific authorizations,
(ii)  transactions are recorded as necessary to permit  preparation of financial
statements  in  conformity  with United  States  generally  accepted  accounting
principles and to maintain  accountability for assets, (iii) access to assets is
permitted   only  in   accordance   with   management's   general  or   specific
authorization,  and (iv) the  recorded  accounting  for assets is compared  with
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences.

               (s) Neither the  Company  nor any of its  affiliates  (within the
meaning of Rule 144 under the Securities Act) has taken, directly or indirectly,
any action  which  constitutes  or is  designed  to cause or result in, or which
would   reasonably  be  expected  to   constitute,   cause  or  result  in,  the
stabilization  or  manipulation  of the price of any security to facilitate  the
sale or resale of the Shares.

               (t) Neither the Company nor any of its  affiliates  has, prior to
the  date  hereof,  made  any  offer or sale of any  securities  which  could be
"integrated"  for purposes of the  Securities  Act or the Rules and  Regulations
with the offer and sale of the Shares  pursuant to the  Registration  Statement.
Except as disclosed in the  Registration  Statement and the Prospectus,  neither
Company  nor any of its  affiliates  has sold or issued  any  Relevant  Security
during the six-month period preceding the date of the Prospectus,  including but
not limited to any sales  pursuant to Rule 144A or  Regulation  D or S under the
Securities  Act,  other than shares of Common Stock issued  pursuant to employee
benefit plans,  qualified stock option plans or the employee  compensation plans
or pursuant to  outstanding  options,  rights or  warrants as  described  in the
Prospectus.

               (u) Except as disclosed  in the  Registration  Statement  and the
Prospectus,  no holder  of any  Relevant  Security  has any  rights  to  require
registration of any Relevant  Security as part or on account of, or otherwise in
connection with, the offer and sale of the Shares  contemplated  hereby, and any
such rights so disclosed  have either been fully complied with by the Company or
effectively  waived by the holders thereof,  and any such waivers remain in full
force and effect.

               (v) The  conditions  for use of Form F-3 to register the Offering
under the Securities Act, as set forth in the General Instructions to such Form,
have been satisfied.

               (w) The documents  incorporated  or deemed to be  incorporated by
reference in the  Prospectus,  at the time they were or hereafter are filed with
the  Commission,  complied  and will comply in all  material  respects  with the
requirements  of the  Securities  Act,  the  Exchange  Act  and  the  Rules  and
Regulations,  and,  when  read  together  with  the  other  information  in  the
Prospectus,  do not contain an untrue  statement  of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

               (x) The  Company  is not and,  at all  times up to and  including
consummation  of  the   transactions   contemplated   by  this  Agreement,   the
Registration   Statement  and  the  Prospectus,   and  after  giving  effect  to
application  of the net  proceeds  of the  Offering,  will  not be,  subject  to
registration  as an "investment  company"  under the  Investment  Company Act of
1940,  as  amended,  and is not and will  not be an  entity  "controlled"  by an
"investment company" within the meaning of such act.

               (y) There are no contracts or other documents (including, without
limitation,  any voting  agreement),  which are  required to be described in the
Registration   Statement  and  the  Prospectus  or  filed  as  exhibits  to  the
Registration  Statement by the Securities Act, the Exchange Act or the Rules and
Regulations and which have not been so described or filed.

               (z) No relationship,  direct or indirect, exists between or among
any of the Company or any  affiliate  of the Company,  on the one hand,  and any
director,  officer,  stockholder,  customer  or  supplier  of the Company or any
affiliate of the Company, on the other hand, which is required by the Securities
Act,  the  Exchange  Act or the Rules and  Regulations  to be  described  in the
Registration Statement or the Prospectus which is not so described and described
as required.  There are no outstanding  loans,  advances (except normal advances
for business  expenses in the ordinary  course of  business)  or  guarantees  of
indebtedness  by the  Company to or for the  benefit of any of the  officers  or
directors of the Company or any of their  respective  family members,  except as
disclosed in the Registration Statement and the Prospectus. The Company has not,
in  violation  of the  Sarbanes-Oxley  Act of 2002 (the  "Sarbanes-Oxley  Act"),
directly  or  indirectly,  extended  or  maintained  credit,  arranged  for  the
extension  of  credit,  or  renewed an  extension  of  credit,  in the form of a
personal loan to or for any director or executive officer of the Company.

               (aa) Except as disclosed in the  Registration  Statement  and the
Prospectus,  there are no contracts,  agreements or  understandings  between the
Company and any person that would give rise to a valid claim against the Company
or any  Underwriter  for a  brokerage  commission,  finder's  fee or other  like
payment in connection with the transactions  contemplated by this Agreement, the
Registration  Statement and the Prospectus or, to the Company's  knowledge,  any
arrangements, agreements,  understandings,  payments or issuance with respect to
the  Company  or  any  of  its  officers,  directors,  shareholders,   partners,
employees,   Subsidiaries  or  affiliates  that  may  affect  the  Underwriters'
compensation as determined by the NASD.

               (bb)  The  Company  owns or  leases  all such  properties  as are
necessary to the conduct of its  business as presently  operated as described in
the  Registration  Statement  and the  Prospectus.  The  Company  has  good  and
marketable  title in fee  simple to all real  property  and good and  marketable
title to all personal property owned by them, in each case free and clear of all
liens, charges, mortgages, pledges, security interests, claims, equity, trust or
other encumbrances,  preferential  arrangements,  defects or restrictions of any
kind whatsoever  ("Liens") except for maritime liens and other liens incurred in
the  ordinary  course of the  Company's  shipping  business or  otherwise as are
described in the Registration  Statement and the Prospectus or such as would not
(individually  or in the aggregate) have a Material  Adverse Effect and any real
property and  buildings  held under lease or sublease by the Company are held by
it under valid,  subsisting and enforceable leases except where failure to do so
would not have a Material  Adverse  Effect.  The  Company has not  received  any
notice of any claim adverse to its ownership of any real or personal property or
of any claim against the  continued  possession  of any real  property,  whether
owned or held under lease or sublease by the Company, that would individually or
in the aggregate have a Material Adverse Effect.

               (cc) The Company maintains insurance in such amounts and covering
such risks as the Company  reasonably  considers adequate for the conduct of its
business  and the value of its  properties  and as is  customary  for  companies
engaged in similar businesses in similar  industries,  all of which insurance is
in full force and effect,  except where the failure to maintain  such  insurance
would not be expected to have a Material  Adverse Effect.  There are no material
claims by the  Company  under  any such  policy  or  instrument  as to which any
insurance  company is denying  liability or  defending  under a  reservation  of
rights  clause  under  circumstances  that would  result in a  Material  Adverse
Effect.

               (dd) The Company has  accurately  prepared  and timely  filed all
federal,  state,  foreign and other tax returns that are required to be filed by
it and has paid or made  provision  for the  payment of all taxes,  assessments,
governmental or other similar charges,  including without limitation,  all sales
and use taxes and all taxes which the  Company is  obligated  to  withhold  from
amounts owing to employees,  creditors  and third  parties,  with respect to the
periods  covered by such tax returns  (whether or not such  amounts are shown as
due on any tax return),  unless such failure would not,  individually  or in the
aggregate, have a Material Adverse Effect. No deficiency assessment with respect
to a proposed adjustment of the Company's federal, state, local or foreign taxes
is pending or, to the best of the Company's knowledge,  threatened. The accruals
and  reserves  on the  books  and  records  of the  Company  in  respect  of tax
liabilities  for any taxable period not finally  determined are adequate to meet
any assessments and related  liabilities for any such period and, since December
31, 2003, the Company has not incurred any liability for taxes other than in the
ordinary  course of its business.  To the Company's  knowledge,  there is no tax
lien, whether imposed by any federal,  state, foreign or other taxing authority,
outstanding against the assets, properties or business of the Company.

               (ee) No labor  disturbance by the employees of the Company exists
or, to the best of the Company's  knowledge,  is imminent and the Company is not
aware of any existing or imminent labor  disturbances by the employees of any of
its principal  suppliers,  manufacturers',  customers or contractors,  which, in
either case, could reasonably be expected to have a Material Adverse Effect.

               (ff) (i)  Neither  the  Company  nor any  entity,  whether or not
incorporated,  that is under common  control with the Company within the meaning
of Section  4001 of the Employee  Retirement  Income  Security  Act of 1974,  as
amended  ("ERISA")  or is part of a group that  includes the Company and that is
treated as a single  employer under Section 414 of the Internal  Revenue Code of
1986, as amended (the "Code") has, within the five year period prior to the date
on which this representation is made or deemed made, sponsored,  contributed to,
or has or had any liability or  obligation in respect of, any "employee  benefit
plan" (within the meaning of Section 3(3) of ERISA) subject to ERISA or any plan
subject to Section 4975 of the Code.

               (gg)  There  has  been no  storage,  generation,  transportation,
handling, treatment,  disposal, discharge, emission or other release of any kind
of toxic or other wastes or other hazardous  substances by, due to, or caused by
the Company (or, to the Company's knowledge,  any other entity for whose acts or
omissions  the  Company  is or may be  liable)  upon any other  property  now or
previously  owned or leased by the Company,  or upon any other  property,  which
would be a violation of or give rise to any liability  under any applicable law,
rule,  regulation,  order,  judgment,  decree or permit relating to pollution or
protection  of human  health and the  environment  ("Environmental  Law")  which
would,  individually or in the aggregate,  have a Material Adverse Effect. There
has been no disposal discharge,  emission or other release of any kind onto such
property or into the environment surrounding such property of any toxic or other
wastes or other  hazardous  substances  with  respect to which the  Company  has
knowledge which would, individually or in the aggregate, have a Material Adverse
Effect.   The   Company  has  not  agreed  to  assume,   undertake   or  provide
indemnification  for any  liability of any other person under any  Environmental
Law,  including  any  obligation  for cleanup or remedial  action  other than by
operation of law as described in the Registration  Statement and the Prospectus.
There is no  pending  or,  to the best of the  Company's  knowledge,  threatened
administrative,  regulatory or judicial action, claim or notice of noncompliance
or violation,  investigation or proceedings  relating to any  Environmental  Law
against the Company.

               (hh) Neither the Company nor, to the Company's knowledge,  any of
its  employees or agents has at any time during the last five years (i) made any
unlawful contribution to any candidate for foreign office, or failed to disclose
fully any  contribution  in  violation  of law,  or (ii) made any payment to any
federal or state governmental officer or official,  or other person charged with
similar public or quasi-public duties, other than payments required or permitted
by the laws of the United States of any jurisdiction thereof.

               (ii)  Neither the Company  nor, to the  knowledge of the Company,
any director,  officer, agent, employee or affiliate of the Company is currently
subject to any U.S.  sanctions  administered  by the  Office of  Foreign  Assets
Control of the U.S.  Treasury  Department  ("OFAC");  and the  Company  will not
directly or indirectly use the proceeds of the offering,  or lend, contribute or
otherwise make available such proceeds to any subsidiary,  joint venture partner
or other person or entity,  for the purpose of financing  the  activities of any
person currently subject to any U.S. sanctions administered by OFAC.

               (jj) The Company is not (i) in  violation of its  certificate  of
incorporation,   articles  of  association,  bye-laws  or  other  organizational
documents,  (ii) in default under, and no event has occurred which,  with notice
or lapse of time or both,  would  constitute  a  default  under or result in the
creation  or  imposition  of any  lien,  charge or  encumbrance  upon any of its
property or assets  pursuant to, any indenture,  mortgage,  deed of trust,  loan
agreement or other agreement or instrument to which it is a party or by which it
is bound or to which  any of its  property  or  assets  is  subject  or (iii) in
violation in any respect of any law,  rule,  regulation,  ordinance,  directive,
judgment,  decree  or  order  of any  judicial,  regulatory  or  other  legal or
governmental  agency or body,  foreign or domestic,  except (in the case clauses
(ii) and (iii) above)  violations or defaults that would not (individually or in
the aggregate) have a Material  Adverse Effect and except (in the case of clause
(ii) alone) for any lien,  charge or encumbrance  disclosed in the  Registration
Statement and the Prospectus.

               (kk) The Company is in compliance  in all material  respects with
the provisions of the Sarbanes-Oxley Act that are applicable to it and effective
and is  actively  taking  steps to ensure that it will be in  compliance  in all
material  respects with other applicable  provisions of the  Sarbanes-Oxley  Act
upon the effectiveness of such provisions.

               (ll)  The  Company  has  established  and  maintains  "disclosure
controls and  procedures"  (as defined in Rules  13a-15(e)  and 15d-15(e) of the
Exchange Act); the Company's  "disclosure  controls and procedures" are designed
to ensure that material information relating to the Company is made known to the
Company's Chief Executive  Officer and Chief Financial  Officer by others within
the Company,  particularly during the period that the Registration Statement and
the  Prospectus  were  being  prepared;  since  the  date of the  filing  of the
Company's  Annual Report on Form 20-F for the year ended  December 31, 2003, the
Company's  auditors  and the audit  committee  of the board of  directors of the
Company (or persons fulfilling the equivalent function) have not been advised of
(i) all  significant  deficiencies  and  material  weaknesses  in the  design or
operation of internal  controls over  financial  reporting  which are reasonably
likely to adversely affect the Company's ability to record,  process,  summarize
and report financial  information;  or (ii) any fraud,  whether or not material,
that involves  management or other employees who have a significant  role in the
Company's internal controls over financial reporting.

               (mm)  No  stamp  duty,  stock  exchange  tax,   value-added  tax,
withholding  or any other  similar duty or tax is payable in the United  States,
Bermuda or any other  jurisdiction  in which  either the Company is organized or
engaged in business for tax purposes or, in each case, any political subdivision
thereof or any authority  having power to tax, in connection with the execution,
delivery or performance  of this Agreement by the Company or the issuance,  sale
or  delivery  of the Shares by the  Company to the  Underwriters  or the initial
resales thereof by the Underwriters in the manner contemplated by this Agreement
and the Prospectus.

               (nn) Under the  current  laws and  regulations  of  Bermuda,  all
dividends and other distributions declared and payable on the Shares may be paid
by the Company to the holder thereof in United States dollars that may be freely
transferred out of Bermuda and all such payments made to holders thereof who are
non-residents  of Bermuda  will not be subject to income,  withholding  or other
taxes under the laws or regulations of Bermuda and will otherwise be free of any
other tax,  duty,  withholding or deduction in Bermuda and without the necessity
of obtaining any governmental authorization in Bermuda.

               (oo) None of the  Company  or its  properties  or assets  has any
immunity from the  jurisdiction of any court or from any legal process  (whether
through service or notice,  attachment  prior to judgment,  attachment in aid of
execution or otherwise) under the laws of the United States or Bermuda.

               (pp) The Company is a "foreign private issuer" as defined by Rule
405 of the Securities Act.

               (qq)  To  ensure  the  legality,  validity,   enforceability  and
admissibility into evidence of each of this Agreement,  the Shares and any other
document to be furnished  hereunder in Bermuda,  it is not  necessary  that this
Agreement, the Shares or such other document be filed or recorded with any court
or other  authority in Bermuda or any stamp or similar tax be paid in Bermuda on
or in respect of this  Agreement,  the Shares or any such other document  except
that (i) the consent of the Bermuda Monetary  Authority is required and has been
obtained for the sale and subsequent transferability of the Shares; and (ii) the
Prospectus  is required to be and has been filed with the Registrar of Companies
in Bermuda pursuant to Part III of the Companies Act 1981 of Bermuda.

     Any certificate  signed by or on behalf of the Company and delivered to the
Representatives  or to  counsel  for the  Underwriters'  shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters
covered thereby.

     2. Purchase, Sale and Delivery of the Shares.

          (a) On the basis of the  representations,  warranties,  covenants  and
agreements herein contained,  but subject to the terms and conditions herein set
forth,  the Company  agrees to sell to each  Underwriter  and each  Underwriter,
severally and not jointly,  agrees to purchase  from the Company,  at a purchase
price per share of $36.425,  the number of Firm Shares set forth  opposite their
respective  names on Schedule I hereto  together with any  additional  number of
Shares which such Underwriter may become  obligated to purchase  pursuant to the
provisions of Section 9 hereof.

          (b) Payment of the purchase  price for,  and delivery of  certificates
representing,  the Firm Shares shall be made at the office of Simpson  Thacher &
Bartlett  LLP  ("Underwriters'  Counsel"),  or at such  other  place as shall be
agreed upon by the Lead Managers and the Company,  at 10:00 A.M.,  New York City
time,  on the third or (as  permitted  under Rule 15c6-1 under the Exchange Act)
fourth  business day (unless  postponed in  accordance  with the  provisions  of
Section 9 hereof) after the  determination  of the public  offering price of the
Shares),  or such other time not later than ten business days after such date as
shall be agreed upon by the Lead Managers and the Company (such time and date of
payment and delivery being herein called the "Closing Date").

     Payment of the  purchase  price for the Firm  Shares  shall be made by wire
transfer in same day funds to or as directed  by the  Company  upon  delivery of
certificates for the Firm Shares to the  Representatives  through the facilities
of The  Depository  Trust  Company  for the  respective  accounts of the several
Underwriters.  The Company will permit the Lead  Managers to examine and package
such  certificates  for  delivery  at least one full  business  day prior to the
Closing Date.

          (c) In  addition,  on the  basis of the  representations,  warranties,
covenants  and  agreements  herein  contained,  but  subject  to the  terms  and
conditions  herein set forth,  the Company  hereby  grants to the  Underwriters,
acting  severally  and  not  jointly,  the  option  to  purchase  up to  405,000
Additional  Shares  at the  same  purchase  price  per  share  to be paid by the
Underwriters  for the Firm Shares as set forth in Section  2(a)  above,  for the
sole  purpose  of  covering  over-allotments  in the sale of Firm  Shares by the
Underwriters. This option may be exercised at any time and from time to time, in
whole  or in part on one or more  occasions,  on or  before  the  thirtieth  day
following the date of the  Prospectus,  by written notice from the Lead Managers
to the Company.  Such notice shall set forth the aggregate  number of Additional
Shares  as to which  the  option is being  exercised  and the date and time,  as
reasonably determined by the Lead Managers, when the Additional Shares are to be
delivered  (any such date and time being  herein  sometimes  referred  to as the
"Additional Closing Date"); provided, however, that unless otherwise agreed upon
by the Lead  Managers  and the Company no  Additional  Closing  Date shall occur
earlier than the Closing Date or earlier than the second full business day after
the date on which the option shall have been exercised nor later than the eighth
full  business day after the date on which the option shall have been  exercised
(unless such time and date are  postponed in accordance  with the  provisions of
Section 9 hereof).  Upon any  exercise of the option as to all or any portion of
the  Additional  Shares,  each  Underwriter,  acting  severally and not jointly,
agrees to purchase from the Company the number of  Additional  Shares that bears
the same  proportion  of the  total  number  of  Additional  Shares  then  being
purchased  as the  number of Firm  Shares  set forth  opposite  the name of such
Underwriter  in  Schedule I hereto  (or such  number  increased  as set forth in
Section 9 hereof) bears to the total number of Firm Shares that the Underwriters
have agreed to purchased  hereunder,  subject,  however,  to such adjustments to
eliminate  fractional shares as the Lead Managers in their sole discretion shall
make.

          (d) Payment of the purchase  price for,  and delivery of  certificates
representing, the Additional Shares shall be made at the office of Underwriters'
Counsel, or at such other place as shall be agreed upon by the Lead Managers and
the Company,  at 10:00 A.M., New York City time, on the Additional  Closing Date
(unless  postponed in accordance  with the  provisions of Section 9 hereof),  or
such other time as shall be agreed upon by the Lead Managers and the Company.

     Payment of the purchase  price for the  Additional  Shares shall be made by
wire  transfer in same day funds to or as directed by the Company upon  delivery
of certificates  for the Additional  Shares to the  Representatives  through the
facilities of The Depository  Trust Company for the  respective  accounts of the
several  Underwriters.  The Company will permit the Lead Managers to examine and
package such  certificates  for delivery at least one full business day prior to
the Additional Closing Date.

     3. Offering.  Upon  authorization  of the release of the Firm Shares by the
Lead  Managers,  the  Underwriters  propose  to offer the Shares for sale to the
public upon the terms and conditions set forth in the Prospectus.

     4.  Covenants of the  Company.  The Company  covenants  and agrees with the
Underwriters that:

          (a) The  Registration  Statement and any amendments  thereto have been
declared effective,  and if Rule 430A is used or the filing of the Prospectus is
otherwise  required  under Rule 424(b) or Rule 434,  the  Company  will file the
Prospectus  (properly  completed  if Rule 430A has been used)  pursuant  to Rule
424(b) within the prescribed time period and will provide evidence  satisfactory
to the Lead  Managers of such timely  filing.  If the Company  elects to rely on
Rule 434, the Company will prepare and file a term sheet that  complies with the
requirements of Rule 434, and the Prospectus shall not be "materially different"
(as  such  term is used  in  Rule  434)  from  the  Prospectus  included  in the
Registration Statement at the time it became effective.

     The Company  will notify you  immediately  (and,  if  requested by the Lead
Managers,  will confirm  such notice in writing)  (i) when any  amendment to the
Registration Statement becomes effective,  (ii) of any request by the Commission
for  any  amendment  of or  supplement  to  the  Registration  Statement  or the
Prospectus or for any additional  information,  (iii) of the Company's intention
to file or prepare any supplement or amendment to the Registration  Statement or
the  Prospectus  (including  documents  filed  under  the  Exchange  Act if such
document would be deemed to be incorporated  by reference into the  Registration
Statement  or the  Prospectus),  (iv)  of the  mailing  or the  delivery  to the
Commission  for filing of any  amendment of or  supplement  to the  Registration
Statement or the Prospectus,  including but not limited to Rule 462(b) under the
Securities  Act,  (v) of  the  issuance  by the  Commission  of any  stop  order
suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or of the initiation,  or the threatening,  of any proceedings
therefor,  it being understood that the Company shall make every effort to avoid
the issuance of any such stop order,  (vi) of the receipt of any  comments  from
the Commission, and (vii) of the receipt by the Company of any notification with
respect to the  suspension  of the  qualification  of the Shares for sale in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  that
purpose.  If the Commission shall propose or enter a stop order at any time, the
Company  will make every  reasonable  effort to prevent the issuance of any such
stop  order  and,  if  issued,  to obtain  the  lifting of such order as soon as
possible.  The Company will only file an amendment to the Registration Statement
or an amendment of or supplement to the  Prospectus  (including  the  prospectus
required to be filed  pursuant to Rule 424(b) or Rule 434) that differs from the
prospectus  on  file  at the  time  of  the  effectiveness  of the  Registration
Statement or file any document  under the Exchange Act if such document would be
deemed to be  incorporated  by reference into the Prospectus that is in form and
substance  reasonably  satisfactory  to the Lead  Managers;  provided  that this
covenant  shall not  restrict  the Company  from  complying  with its  reporting
obligations  under the Exchange  Act. The Company will provide the Lead Managers
with copies of all such  amendments,  filings and other  documents a  sufficient
time  prior to any  filing  or other  publication  thereof  to  permit  the Lead
Managers a reasonable opportunity to review and comment thereon.

          (b) The Company shall comply with the  Securities Act and the Exchange
Act to permit  completion of the Offering and the  distribution  contemplated in
the Registration Statement and the Prospectus.  If at any time when a prospectus
relating to the Shares is required to be delivered  under the  Securities Act or
the Exchange Act in  connection  with the sales of Shares,  any event shall have
occurred as a result of which the  Prospectus  as then  amended or  supplemented
would,  in the judgment of the  Underwriters  or the Company,  include an untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances existing at the time of delivery to the purchaser, not misleading,
or if to comply  with the  Securities  Act,  the  Exchange  Act or the Rules and
Regulations  it shall be  necessary  at any  time to  amend  or  supplement  the
Prospectus or Registration  Statement,  or to file any document  incorporated by
reference in the  Registration  Statement or the  Prospectus or in any amendment
thereof or supplement thereto,  the Company will notify you promptly and prepare
and file with the  Commission,  subject to Section 4(a) hereof,  an  appropriate
amendment or supplement  which will correct such  statement or omission or which
will effect such  compliance and will use its best efforts to have any amendment
to the Registration Statement declared effective as soon as possible.

          (c) The Company will deliver to each of you and Underwriters'  Counsel
a  signed  copy  of the  Registration  Statement,  as  initially  filed  and all
amendments  thereto,  including all consents and exhibits filed  therewith,  and
will maintain in the Company's  files  manually  signed copies of such documents
for at least five years  after the date of filing.  The  Company  will  promptly
deliver to each of the  Underwriters  such  number of copies of any  Preliminary
Prospectus,  the Prospectus,  the Registration Statement,  and all amendments of
and  supplements to such  documents,  if any, and all documents  incorporated by
reference in the Registration  Statement and Prospectus or any amendment thereof
or supplement thereto,  as you may reasonably request.  Prior to 10:00 A.M., New
York time, on the business day next  succeeding  the date of this  Agreement and
from time to time  thereafter,  the Company will furnish the  Underwriters  with
copies  of the  Prospectus  in New  York  City  in  such  quantities  as you may
reasonably request.

          (d) The Company  consents to the use and  delivery of the  Preliminary
Prospectus by the  Underwriters  in accordance with Rule 430 and Section 5(b) of
the Securities Act.

          (e) The Company will use its best  efforts,  in  cooperation  with the
Lead  Manager,  at or  prior to the time of  effectiveness  of the  Registration
Statement, to qualify the Shares for offering and sale under the securities laws
relating to the offering or sale of the Shares of such  jurisdictions,  domestic
or foreign,  as the Lead Managers may designate in cooperation  with the Company
and to maintain  such  qualification  in effect for so long as required  for the
distribution thereof;  except that in no event shall the Company be obligated in
connection  therewith to qualify as a foreign corporation in any jurisdiction in
which it is not already so qualified or to execute a general  consent to service
of process in any jurisdiction in which it is not already so subject.

          (f) The Company will make generally  available to its security holders
and to the Underwriters as soon as practicable,  but in any event not later than
twelve months after the effective date of the Registration Statement (as defined
in Rule 158(c) under the Securities  Act), an earnings  statement of the Company
and the Subsidiaries (which need not be audited) complying with Section 11(a) of
the Securities Act and the Rules and  Regulations  (including,  at the option of
the Company, Rule 158).

          (g)  During  the  period of 90 days  from the date of the  Prospectus,
without the prior  written  consent of both of the Lead Managers the Company (i)
will not, directly or indirectly,  issue,  offer, sell, agree to issue, offer or
sell, solicit offers to purchase,  grant any call option, warrant or other right
to purchase,  purchase any put option or other right to sell, pledge,  borrow or
otherwise dispose of any Relevant  Security,  or make any announcement of any of
the foregoing, (ii) will not establish or increase any "put equivalent position"
or liquidate or decrease any "call equivalent position" (in each case within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated  thereunder) with respect to any Relevant  Security,  and (iii) will
not  otherwise  enter  into  any  swap,   derivative  or  other  transaction  or
arrangement  that  transfers  to  another,  in whole or in  part,  any  economic
consequence of ownership of a Relevant Security, whether or not such transaction
is to be settled by delivery of Relevant Securities,  other securities,  cash or
other consideration; and the Company will obtain an undertaking in substantially
the form of Annex III hereto of each of its officers and directors not to engage
in any of the  aforementioned  transactions on their own behalf,  other than the
sale of Shares as contemplated  by this Agreement and the Company's  issuance of
Common Stock upon the grant and exercise of options  under,  or the issuance and
sale of shares  pursuant to,  employee  stock option plans in effect on the date
hereof,  as described in the  Registration  Statement  and the  Prospectus.  The
Company  will not file a  registration  statement  under the  Securities  Act in
connection  with any transaction by the Company or any person that is prohibited
pursuant  to the  foregoing,  except  for  registration  statements  on Form S-8
relating to employee benefit plans.

          (h) (i) During the period of five years from the effective date of the
Registration  Statement,  the Company  will make  available to you copies of all
reports or other  communications  (financial  or other)  furnished  to  security
holders or from time to time published or publicly  disseminated by the Company,
and will  make  available  to you as soon as they are  available,  copies of any
reports,  financial statements and proxy or information  statements furnished to
or filed with the  Commission or any national  securities  exchange on which any
class of securities of the Company is listed;  and (ii) during the period of one
year from the effective  date of the  Registration  Statement,  the Company will
make  available  to you copies of such  additional  information  concerning  the
business  and  financial  condition  of the Company as you may from time to time
reasonably request (such financial  information to be on a consolidated basis to
the extent the accounts of the Company and any  subsidiaries are consolidated in
reports  furnished to its  security  holders  generally  or to the  Commission),
provided that the Underwriters shall sign a confidentiality  agreement regarding
any such additional  information containing standard terms and conditions as the
Company shall reasonably request.

          (i) The  Company  will  apply  the net  proceeds  from the sale of the
Shares as set forth under the caption "Use of Proceeds" in the Prospectus.

          (j) The Company will use its best efforts to list the Shares,  subject
to notice of issuance, on the NYSE effect and maintain,  for the duration of the
Offering, the listing of the Shares on the NYSE.

          (k) The Company,  during the period when the Prospectus is required to
be  delivered  under  the  Securities  Act or the  Exchange  Act,  will file all
documents  required to be filed with the  Commission  pursuant to the Securities
Act,  the  Exchange  Act and the Rules and  Regulations  within the time periods
required thereby.

          (l) The Company will use its best efforts to do and perform all things
required to be done or performed  under this  Agreement by the Company  prior to
the Closing Date or the Additional  Date, as the case may be, and to satisfy all
conditions  precedent  to the  delivery  of the Firm  Shares and the  Additional
Shares.

          (m) The Company will not take, and will cause its  affiliates  (within
the  meaning  of Rule 144 under the  Securities  Act) not to take,  directly  or
indirectly,  any action which  constitutes or is designed to cause or result in,
or which could  reasonably  be expected to  constitute,  cause or result in, the
stabilization  or  manipulation  of the price of any security to facilitate  the
sale or resale of the Shares.

          (n) The  Company  will  use its  best  efforts  to keep  its  existing
insurance and maintain  insurance in such amounts as is adequate for the conduct
of its business and the value of its  properties and customary for a business in
its industry.

     5. Payment of Expenses.  Whether or not the  transactions  contemplated  by
this Agreement, the Registration Statement and the Prospectus are consummated or
this  Agreement is  terminated,  the Company  hereby agrees to pay all costs and
expenses incident to the performance of its obligations hereunder, including the
following:  (i) all expenses in connection  with the  preparation,  printing and
filing  of the  Registration  Statement,  any  Preliminary  Prospectus  and  the
Prospectus and any and all amendments  and  supplements  thereto and the mailing
and delivering of copies thereof to the Underwriters and dealers; (ii) the fees,
disbursements   and  expenses  of  the  Company's  counsel  and  accountants  in
connection with the  registration of the Shares under the Securities Act and the
Offering;  (iii) all expenses in connection with the qualification of the Shares
for  offering  and sale under  state or foreign  securities  or blue sky laws as
provided in Section 4(e) hereof, including the fees and disbursements of counsel
for the  Underwriters  in connection with such  qualification  and in connection
with any blue sky  survey;  (iv) the filing fees  incident  to, and the fees and
disbursements of counsel for the  Underwriters in connection with,  securing any
required  review  by the  NASD of the  terms of the  Offering;  (v) all fees and
expenses in  connection  with  listing  the Shares on the NYSE;  (vi) all travel
expenses of the  Company's  officers and  employees and any other expense of the
Company   incurred  in  connection  with  attending  or  hosting  meetings  with
prospective  purchasers  of the  Shares  and the  entire  cost  of any  airplane
chartered in connection with attending or hosting such meetings  (subject to the
reimbursement by the Underwriters of $13,122 of the cost of such airplane);  and
(vii) any stock transfer taxes incurred in connection with this Agreement or the
Offering.  The  Company  also  will pay or  cause  to be  paid:  (x) the cost of
preparing stock  certificates  representing the Shares; (y) the cost and charges
of any transfer  agent or registrar for the Shares;  and (z) all other costs and
expenses incident to the performance of its obligations  hereunder which are not
otherwise  specifically  provided  for in  this  Section  5.  It is  understood,
however,  that  except as  provided in this  Section,  and  Sections 7, 8 and 11
hereof, the Underwriters will pay all of their own costs and expenses, including
the fees and expenses of their counsel and stock transfer taxes on resale of any
of the Shares by them.  Notwithstanding anything to the contrary in this Section
5, in the event that this Agreement is terminated pursuant to Section 6 or 11(b)
hereof,  or subsequent to a Material  Adverse  Change,  the Company will pay all
out-of pocket  expenses of the  Underwriters  (including but not limited to fees
and disbursements of Underwriters' Counsel) incurred in connection herewith.

     6.  Conditions  of  Underwriters'  Obligations.   The  obligations  of  the
Underwriters to purchase and pay for the Firm Shares and the Additional  Shares,
as provided herein,  shall be subject to the accuracy of the representations and
warranties of the Company herein contained,  as of the date hereof and as of the
Closing Date (for  purposes of this Section 6 "Closing  Date" shall refer to the
Closing Date for the Firm Shares and any Additional  Closing Date, if different,
for the  Additional  Shares),  to the absence from any  certificates,  opinions,
written  statements  or letters  furnished  to you or to  Underwriters'  Counsel
pursuant to this Section 6 of any  material  misstatement  or  omission,  to the
performance  by the  Company of its  obligations  hereunder,  and to each of the
following additional conditions:

          (a) The  Registration  Statement  shall have become  effective and all
necessary foreign and domestic regulatory or stock exchange approvals shall have
been  received  not later  than 5:30 P.M.,  New York  time,  on the date of this
Agreement,  or at such later time and date as shall  have been  consented  to in
writing by the Lead  Managers;  if the Company  shall have  elected to rely upon
Rule 430A or Rule 434 under the Securities  Act, the Prospectus  shall have been
filed with the  Commission in a timely  fashion in accordance  with Section 4(a)
hereof;  and,  at or prior to the  Closing  Date no stop  order  suspending  the
effectiveness  of the  Registration  Statement or any  post-effective  amendment
thereof  shall have been  issued  and no  proceedings  therefor  shall have been
initiated or threatened by the Commission.

          (b) At the Closing Date you shall have received the written opinion of
Seward & Kissel LLP,  counsel for the Company,  dated the Closing Date addressed
to the Underwriters in the form attached hereto as Annex I.

          (c) At the Closing Date you shall have received the written opinion of
Appleby Spurling Hunter, Bermuda counsel for the Company, dated the Closing Date
addressed to the Underwriters in the form attached hereto as Annex II.

          (d) All  proceedings  taken  in  connection  with the sale of the Firm
Shares and the Additional Shares as herein contemplated shall be satisfactory in
form and substance to the Lead Managers and to  Underwriters'  Counsel,  and the
Underwriters shall have received from Underwriters'  Counsel a favorable written
opinion,  dated as of the Closing Date, with respect to the issuance and sale of
the Shares, the Registration Statement and the Prospectus and such other related
matters as the Lead Managers may require,  and the Company shall have  furnished
to Underwriters'  Counsel such documents as they may reasonably  request for the
purpose of enabling them to pass upon such matters.

          (e) At the Closing Date you shall have received a  certificate  of the
Chief Executive  Officer and Chief Financial  Officer of the Company,  dated the
Closing Date to the effect that (i) the condition set forth in subsection (a) of
this  Section 6 has been  satisfied,  (ii) as of the date  hereof  and as of the
Closing Date,  the  representations  and  warranties of the Company set forth in
Section 1 hereof are  accurate,  (iii) as of the  Closing  Date all  agreements,
conditions  and  obligations  of the Company to be  performed  or complied  with
hereunder on or prior thereto have been duly  performed or complied  with,  (iv)
the Company has not  sustained  any  material  loss or  interference  with their
respective  businesses or properties from fire,  flood,  hurricane,  accident or
other calamity,  whether or not covered by insurance,  or from any labor dispute
or any  legal or  governmental  proceeding,  (v) no stop  order  suspending  the
effectiveness  of the  Registration  Statement or any  post-effective  amendment
thereof has been  issued and no  proceedings  therefor  have been  initiated  or
threatened  by the  Commission,  (vi)  there  are no pro  forma  or as  adjusted
financial  statements  that are  required  to be  included  in the  Registration
Statement and the Prospectus pursuant to the Rules and Regulations that have not
been included or  incorporated  therein as required and (vii)  subsequent to the
respective dates as of which information is given in the Registration  Statement
and the  Prospectus  there  has not  been any  material  adverse  change  or any
development  involving a prospective  material  adverse  change,  whether or not
arising from  transactions in the ordinary  course of business,  in or affecting
(x) the business,  condition  (financial or  otherwise),  results of operations,
stockholders' equity,  properties or prospects of the Company; (y) the long-term
debt or share capital of the Company; or (z) the Offering or consummation of any
of the other  transactions  contemplated  by this  Agreement,  the  Registration
Statement and the Prospectus.

          (f) At the time this  Agreement is executed  and at the Closing  Date,
you shall  have  received  a comfort  letter,  from  Deloitte  Statsaurtoriserte
Revisorer  AS,   independent   registered   public   accounting   firm,   dated,
respectively,  as of the  date  of this  Agreement  and as of the  Closing  Date
addressed to the Underwriters and in form and substance reasonably  satisfactory
to the Underwriters and Underwriters' Counsel.

          (g)  Subsequent to the execution and delivery of this Agreement or, if
earlier,  the  dates  as of  which  information  is  given  in the  Registration
Statement (exclusive of any amendment thereof) and the Prospectus  (exclusive of
any  supplement  thereto),  there  shall not have  been any  change in the share
capital or long-term debt of the Company or any change or development  involving
a change,  whether or not arising from  transactions  in the ordinary  course of
business,  in the  business,  condition  (financial  or  otherwise),  results of
operations,  stockholders'  equity,  properties  or  prospects  of the  Company,
including  but  not  limited  to the  occurrence  of  any  fire,  flood,  storm,
explosion,  accident or other calamity at any of the properties  owned or leased
by the Company,  the effect of which, in any such case described  above,  is, in
the  judgment  of the Lead  Managers,  so  material  and  adverse  as to make it
impracticable  or  inadvisable  to proceed with the Offering on the terms and in
the manner contemplated in the Prospectus (exclusive of any supplement).

          (h) You shall have received a duly  executed  lock-up  agreement  from
each  person  who  is a  director  or  officer  of the  Company,  in  each  case
substantially in the form attached hereto as Annex III.

          (i) At the  Closing  Date,  the Shares  shall have been  approved  for
listing upon notice of issuance on the NYSE.

          (j) At the Closing Date, the NASD shall have orally  confirmed that it
has not raised any objection with respect to the fairness and  reasonableness of
the underwriting terms and arrangements.

          (k) No action shall have been taken and no statute,  rule,  regulation
or order shall have been  enacted,  adopted or issued by any  federal,  state or
foreign governmental or regulatory authority that would, as of the Closing Date,
prevent the issuance or sale of the Shares;  and no  injunction  or order of any
federal,  state or foreign  court shall have been  issued that would,  as of the
Closing Date, prevent the issuance or sale of the Shares.

          (l)  The  Company   shall  have   furnished   the   Underwriters   and
Underwriters' Counsel with such other certificates,  opinions or other documents
as they may have reasonably requested.

     If any of the  conditions  specified  in this Section 6 shall not have been
fulfilled when and as required by this Agreement, or if any of the certificates,
opinions,  written  statements or letters  furnished to you or to  Underwriters'
Counsel  pursuant  to this  Section  6 shall  not be  satisfactory  in form  and
substance to the Lead Managers and to Underwriters'  Counsel, all obligations of
the  Underwriters  hereunder may be cancelled by the Lead Managers at, or at any
time prior to, the  Closing  Date and the  obligations  of the  Underwriters  to
purchase the  Additional  Shares may be cancelled by the Lead Managers at, or at
any time prior to, the  Additional  Closing  Date.  Notice of such  cancellation
shall be given to the Company in writing,  or by telephone.  Any such  telephone
notice shall be confirmed promptly thereafter in writing.

     7. Indemnification.

          (a) The Company shall indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter  within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act,  against any and all
losses,  liabilities,  claims,  damages  and  expenses  whatsoever  as  incurred
(including  but not  limited  to  attorneys'  fees  and  any  and  all  expenses
whatsoever  incurred  in  investigating,  preparing  or  defending  against  any
litigation,  commenced or threatened,  or any claim whatsoever,  and any and all
amounts  paid in  settlement  of any  claim or  litigation  (provided  that such
settlement  is effected in  accordance  with  Section  7(c)  hereof)),  joint or
several,  to which they or any of them may become  subject under the  Securities
Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims,
damages or expenses  (or actions in respect  thereof)  arise out of or are based
upon (i) any untrue  statement or alleged  untrue  statement of a material  fact
contained in the  Registration  Statement,  as originally filed or any amendment
thereof,  or the Prospectus,  or in any supplement thereto or amendment thereof,
or (ii) the omission or alleged omission to state in the Registration Statement,
as  originally  filed or any amendment  thereof,  or the  Prospectus,  or in any
supplement  thereto or amendment  thereof, a material fact required to be stated
therein or necessary to make the statements  therein not  misleading;  provided,
however,  that the Company will not be liable in any such case to the extent but
only to the  extent  that any such  loss,  liability,  claim,  damage or expense
arises out of or is based upon any untrue  statement or alleged untrue statement
or  omission  or  alleged  omission  made  in  the  Registration  Statement,  as
originally  filed  or  any  amendment  thereof,  or  the  Prospectus,  or in any
supplement thereto or amendment thereof, in reliance upon and in conformity with
written information  furnished to the Company by or on behalf of any Underwriter
through the Lead Managers expressly for use therein. The parties agree that such
information  provided  by or on  behalf  of any  Underwriter  through  the  Lead
Managers  consists  solely of the material  referred to in the last  sentence of
Section  1(b)  hereof.  This  indemnity  agreement  will be in  addition  to any
liability  which the Company may  otherwise  have,  including but not limited to
other liability under this Agreement.

          (b) Each Underwriter,  severally and not jointly,  shall indemnify and
hold  harmless the Company,  each of the  directors of the Company,  each of the
officers of the Company who shall have signed the  Registration  Statement,  and
each other  person,  if any,  who  controls  the  Company  within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act,  against any
losses,  liabilities,  claims,  damages  and  expenses  whatsoever  as  incurred
(including  but not  limited  to  attorneys'  fees  and  any  and  all  expenses
whatsoever  incurred  in  investigating,  preparing  or  defending  against  any
litigation,  commenced or threatened,  or any claim whatsoever,  and any and all
amounts paid in settlement  of any claim or  litigation),  joint or several,  to
which they or any of them may  become  subject  under the  Securities  Act,  the
Exchange Act or otherwise, insofar as such losses, liabilities,  claims, damages
or expenses (or actions in respect  thereof)  arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration  Statement,  as originally filed or any amendment  thereof,  or the
Prospectus,  or in any amendment thereof or supplement  thereto, or arise out of
or are based upon the omission or alleged  omission to state  therein a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  in each case to the extent,  but only to the extent,  that any
such loss,  liability,  claim,  damage or expense arises out of or is based upon
any such untrue  statement  or alleged  untrue  statement or omission or alleged
omission  made  therein in  reliance  upon and in  conformity  with  information
furnished in writing to the Company by or on behalf of any  Underwriter  through
the Lead Managers  specifically for use therein;  provided,  however, that in no
case shall any  Underwriter be liable or responsible for any amount in excess of
the  underwriting  discount  applicable  to the Shares to be  purchased  by such
Underwriter hereunder. The parties agree that such information provided by or on
behalf of any  Underwriter  through  the Lead  Managers  consists  solely of the
material referred to in the last sentence of Section 1(b) hereof. This indemnity
will be in addition to any liability  which any  Underwriter may otherwise have,
including but not limited to other liability under this Agreement.

          (c) Promptly  after receipt by an indemnified  party under  subsection
(a) or (b) above of notice of any claims or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying  party  under  such  subsection,  notify  each party  against  whom
indemnification  is to be sought  in  writing  of the claim or the  commencement
thereof  (but the failure so to notify an  indemnifying  party shall not relieve
the indemnifying party from any liability which it may have under this Section 7
to the extent that it is not  materially  prejudiced as a result  thereof and in
any event shall not relieve it from any liability that such  indemnifying  party
may have otherwise  than on account of the indemnity  agreement  hereunder).  In
case any such claim or action is brought against any indemnified  party,  and it
notifies an indemnifying  party of the  commencement  thereof,  the indemnifying
party will be entitled to participate, at its own expense in the defense of such
action,  and to the  extent  it may elect by  written  notice  delivered  to the
indemnified  party  promptly  after  receiving  the  aforesaid  notice from such
indemnified  party, to assume the defense  thereof with counsel  satisfactory to
such indemnified party; provided however, that counsel to the indemnifying party
shall not (except  with the written  consent of the  indemnified  party) also be
counsel to the indemnified party. Notwithstanding the foregoing, the indemnified
party or parties  shall have the right to employ its or their own counsel in any
such case,  but the fees and expenses of such counsel shall be at the expense of
such  indemnified  party or parties  unless (i) the  employment  of such counsel
shall have been  authorized  in writing  by one of the  indemnifying  parties in
connection with the defense of such action, (ii) the indemnifying  parties shall
not have employed  counsel to have charge of the defense of such action within a
reasonable  time  after  notice  of  commencement  of  the  action,   (iii)  the
indemnifying party does not diligently defend the action after assumption of the
defense,  or (iv)  such  indemnified  party or  parties  shall  have  reasonably
concluded that there may be defenses available to it or them which are different
from or additional to those available to one or all of the indemnifying  parties
(in which case the  indemnifying  parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any of
which events such fees and expenses shall be borne by the indemnifying  parties.
No  indemnifying  party  shall,   without  the  prior  written  consent  of  the
indemnified  parties,  effect any settlement or compromise of, or consent to the
entry  of  judgment   with  respect  to,  any  pending  or   threatened   claim,
investigation,   action  or  proceeding   in  respect  of  which   indemnity  or
contribution may be or could have been sought by an indemnified party under this
Section 7 or Section 8 hereof (whether or not the indemnified party is an actual
or potential party thereto), unless (x) such settlement,  compromise or judgment
(i)  includes  an  unconditional  release  of the  indemnified  party  from  all
liability  arising out of such claim,  investigation,  action or proceeding  and
(ii) does not include a statement as to or an admission of fault, culpability or
any  failure  to act,  by or on behalf  of the  indemnified  party,  and (y) the
indemnifying party confirms in writing its indemnification obligations hereunder
with respect to such  settlement,  compromise or judgment.  Notwithstanding  the
foregoing  sentence,  if at any time an  indemnified  party shall have requested
that an indemnifying party reimburse the indemnified party for fees and expenses
of counsel as contemplated by this paragraph,  the  indemnifying  party shall be
liable for any settlement,  compromise or judgment  effected without its written
consent if (i) such settlement, compromise or judgment is entered into more than
30 days after  receipt by the  indemnifying  party of such  request and (ii) the
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement.

     8.  Contribution.  In order to provide for contribution in circumstances in
which the  indemnification  provided  for in  Section 7 hereof is for any reason
held to be unavailable  from any  indemnifying  party or is insufficient to hold
harmless a party indemnified thereunder,  the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages, liabilities and expenses of
the  nature  contemplated  by  such  indemnification  provision  (including  any
investigation,  legal and other  expenses  incurred in connection  with, and any
amount paid in  settlement  of, any  action,  suit or  proceeding  or any claims
asserted,  but  after  deducting  in  the  case  of  losses,  claims,   damages,
liabilities and expenses suffered by the Company,  any contribution  received by
the Company from persons,  other than the  Underwriters,  who may also be liable
for  contribution,  including persons who control the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act,  officers
of the  Company  who signed the  Registration  Statement  and  directors  of the
Company) as  incurred  to which the Company and one or more of the  Underwriters
may be subject,  in such  proportions  as is appropriate to reflect the relative
benefits  received by the Company and the Underwriters  from the Offering or, if
such allocation is not permitted by applicable  law, in such  proportions as are
appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Company and the  Underwriters  in connection  with the
statements  or  omissions  which  resulted  in  such  losses,  claims,  damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The  relative  benefits  received by the Company and the  Underwriters  shall be
deemed to be in the same  proportion as (x) the total proceeds from the Offering
(net of underwriting  discounts and commissions but before  deducting  expenses)
received by the Company bears to (y) the  underwriting  discount or  commissions
received  by the  Underwriters,  in each  case as set  forth in the table on the
cover page of the  Prospectus.  The relative fault of each of the Company and of
the  Underwriters  shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company or the  Underwriters  and the parties'  relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 8 were determined
by pro rata allocation (even if the Underwriters  were treated as one entity for
such purpose) or by any other method of  allocation  which does not take account
of the equitable considerations referred to above in this Section. The aggregate
amount of losses,  liabilities,  claims,  damages  and  expenses  incurred by an
indemnified  party and  referred  to above in this  Section 8 shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or  proceeding  by any  judicial,  regulatory  or other  legal or
governmental  agency or body,  commenced or threatened,  or any claim whatsoever
based upon any such untrue or alleged  untrue  statement  or omission or alleged
omission.  Notwithstanding  the provisions of this Section 8, (i) no Underwriter
shall be required to contribute  any amount in excess of the amount by which the
discounts  and  commissions  applicable  to the  Shares  underwritten  by it and
distributed  to the  public  exceeds  the  amount  of  any  damages  which  such
Underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged  untrue  statement  or omission or alleged  omission  and (ii) no person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person,  if any, who controls an Underwriter  within the meaning of Section
15 of the  Securities  Act or Section 20 of the Exchange Act shall have the same
rights  to  contribution  as such  Underwriter,  and each  person,  if any,  who
controls the Company  within the meaning of Section 15 of the  Securities Act or
Section 20 of the  Exchange  Act,  each  officer of the  Company  who shall have
signed the  Registration  Statement  and each director of the Company shall have
the same rights to contribution as the Company,  subject in each case to clauses
(i) and (ii) of the  immediately  preceding  sentence.  Any  party  entitled  to
contribution  will,  promptly  after  receipt of notice of  commencement  of any
action,  suit or  proceeding  against such party in respect of which a claim for
contribution may be made against another party or parties,  notify each party or
parties from whom contribution may be sought, but the omission to so notify such
party or parties  shall not relieve the party or parties from whom  contribution
may be sought from any  obligation  it or they may have under this  Section 8 or
otherwise.  The obligations of the  Underwriters to contribute  pursuant to this
Section 8 are several in  proportion  to the  respective  number of Shares to be
purchased by each of the Underwriters hereunder and not joint.

     9. Underwriter Default.

          (a) If any Underwriter or  Underwriters  shall default in its or their
obligation to purchase Firm Shares or Additional  Shares  hereunder,  and if the
Firm Shares or Additional Shares with respect to which such default relates (the
"Default  Shares") do not (after giving effect to arrangements,  if any, made by
the Lead Managers  pursuant to subsection (b) below) exceed in the aggregate 10%
of  the  number  of  Firm  Shares  or  Additional  Shares,  each  non-defaulting
Underwriter,  acting  severally  and not  jointly,  agrees to purchase  from the
Company  that  number of Default  Shares that bears the same  proportion  of the
total number of Default Shares then being purchased as the number of Firm Shares
set forth  opposite the name of such  Underwriter  in Schedule I hereto bears to
the  aggregate  number  of Firm  Shares  set  forth  opposite  the  names of the
non-defaulting Underwriters,  subject, however, to such adjustments to eliminate
fractional shares as the Lead Managers in their sole discretion shall make.

          (b) In the event that the aggregate  number of Default  Shares exceeds
10% of the number of Firm Shares or Additional  Shares,  as the case may be, the
Lead Managers may in their discretion arrange for itself or for another party or
parties (including any non-defaulting  Underwriter or Underwriters who so agree)
to purchase the Default Shares on the terms contained  herein. In the event that
within five  calendar days after such a default the Lead Managers do not arrange
for the  purchase  of the Default  Shares as  provided  in this  Section 9, this
Agreement  or, in the case of a default with respect to the  Additional  Shares,
the  obligations of the  Underwriters to purchase and of the Company to sell the
Additional  Shares shall thereupon  terminate,  without liability on the part of
the Company with respect thereto (except in each case as provided in Sections 5,
7, 8, 10 and 11(d)) or the  Underwriters,  but nothing in this  Agreement  shall
relieve a defaulting  Underwriter or Underwriters of its or their liability,  if
any, to the other  Underwriters and the Company for damages occasioned by its or
their default hereunder.

          (c) In the event that any Default  Shares are to be  purchased  by the
non-defaulting Underwriters,  or are to be purchased by another party or parties
as aforesaid,  the Lead Managers or the Company shall have the right to postpone
the Closing Date or  Additional  Closing  Date, as the case may be for a period,
not  exceeding  five  business  days,  in order to effect  whatever  changes may
thereby be made necessary in the Registration  Statement or the Prospectus or in
any other  documents and  arrangements,  and the Company agrees to file promptly
any  amendment or  supplement to the  Registration  Statement or the  Prospectus
which, in the opinion of Underwriters' Counsel, may thereby be made necessary or
advisable.  The term  "Underwriter"  as used in this Agreement shall include any
party  substituted under this Section 9 with like effect as if it had originally
been a party to this  Agreement  with respect to such Firm Shares and Additional
Shares.

     10. Survival of Representations  and Agreements.  All  representations  and
warranties,  covenants  and  agreements  of the  Underwriters  and  the  Company
contained  in this  Agreement  or in  certificates  of  officers  of the Company
submitted pursuant hereto,  including the agreements contained in Section 5, the
indemnity  agreements  contained  in Section 7 and the  contribution  agreements
contained  in  Section 8, shall  remain  operative  and in full force and effect
regardless of any  investigation  made by or on behalf of any Underwriter or any
controlling  person  thereof  or by or on  behalf  of  the  Company,  any of its
officers and  directors or any  controlling  person  thereof,  and shall survive
delivery  of and  payment  for  the  Shares  to and  by  the  Underwriters.  The
representations  contained in Section 1 and the agreements contained in Sections
5, 7, 8, 10 and 11 hereof  shall  survive  any  termination  of this  Agreement,
including termination pursuant to Section 9 or 11 hereof.

     11. Effective Date of Agreement; Termination.

          (a) This Agreement  shall become  effective upon the execution of this
Agreement.  Notwithstanding any termination of this Agreement, the provisions of
this Section 11 and of Sections 1, 5, 7, 8 and 12 through 17,  inclusive,  shall
remain in full force and effect at all times after the execution hereof.

          (b) The Lead Managers shall have the right to terminate this Agreement
at any time prior to the Closing Date or to  terminate  the  obligations  of the
Underwriters  to  purchase  the  Additional  Shares  at any  time  prior  to the
Additional   Closing  Date,  as  the  case  may  be,  if  (i)  any  domestic  or
international  event or act or occurrence  has materially  disrupted,  or in the
opinion of the Lead Managers will in the immediate  future  materially  disrupt,
the market for the  Company's  securities  or  securities  in  general;  or (ii)
trading on The New York Stock Exchange (the "NYSE") shall have been suspended or
been made  subject to  material  limitations,  or minimum or maximum  prices for
trading shall have been fixed, or maximum ranges for prices for securities shall
have  been  required,  on the NYSE or by order of the  Commission  or any  other
governmental  authority having  jurisdiction;  or (iii) a banking moratorium has
been declared by any state or federal authority or if any material disruption in
commercial  banking or securities  settlement or clearance  services  shall have
occurred;  or (iv) (A) there shall have  occurred any outbreak or  escalation of
hostilities  or acts of  terrorism  involving  the  United  States or there is a
declaration  of a national  emergency  or war by the United  States or (B) there
shall  have  been any other  calamity  or  crisis  or any  change in  political,
financial or economic  conditions if the effect of any such event in (A) or (B),
in the judgment of the Lead Managers,  makes it  impracticable or inadvisable to
proceed  with  the  offering,  sale  and  delivery  of the  Firm  Shares  or the
Additional  Shares,  as the  case  may  be,  on  the  terms  and  in the  manner
contemplated by the Prospectus.

          (c) Any notice of termination  pursuant to this Section 11 shall be in
writing.

          (d) If this  Agreement  shall  be  terminated  pursuant  to any of the
provisions  hereof (other than pursuant to (i) notification by the Lead Managers
as provided in Section 11(a) hereof or (ii) Section 9(b) hereof), or if the sale
of the Shares  provided for herein is not  consummated  because any condition to
the obligations of the Underwriters set forth herein is not satisfied or because
of any  refusal,  inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof,  the Company will, subject
to demand by the Lead Managers, reimburse the Underwriters for all out-of-pocket
expenses (including the fees and expenses of their counsel), reasonably incurred
by the Underwriters in connection herewith.

     12.  Notices.  All  communications  hereunder,  except as may be  otherwise
specifically provided herein, shall be in writing, and:

          (a) if sent to any Underwriter,  shall be mailed,  delivered, or faxed
and confirmed in writing,  to such Underwriter c/o Bear, Stearns & Co. Inc., 383
Madison Avenue,  New York, New York 10179,  Attention:  Stephen  Parish,  Senior
Managing Director,  Equity Capital Markets, with a copy to Underwriter's Counsel
at Simpson  Thacher & Bartlett LLP, 425  Lexington  Avenue,  New York,  New York
10017, Attention: Gary Sellers;

          (b) if sent to the Company, shall be mailed,  delivered,  or faxed and
confirmed in writing to the Company and its counsel at the  addresses  set forth
in the Registration Statement,  Attention:  Herbjorn Hansson, Chairman and Chief
Executive  Officer,  with a copy to Seward & Kissel LLP, One Battery Park Plaza,
19th Floor, New York, New York 10004, Attention: Gary Wolfe;

provided, however, that any notice to an Underwriter pursuant to Section 7 shall
be delivered or sent by mail or facsimile  transmission  to such  Underwriter at
its address set forth in its acceptance facsimile to Bear Stearns, which address
will be supplied to any other party  hereto by Bear Stearns  upon  request.  Any
such notices and other  communications  shall take effect at the time of receipt
thereof.

     13. Parties. This Agreement shall inure solely to the benefit of, and shall
be binding upon, the Underwriters  and the Company and the controlling  persons,
directors,  officers,  employees  and  agents  referred  to in  Sections 7 and 8
hereof, and their respective  successors and assigns,  and no other person shall
have or be construed to have any legal or equitable right, remedy or claim under
or in  respect  of or by  virtue  of  this  Agreement  or any  provision  herein
contained.  This Agreement and all conditions and provisions hereof are intended
to be for the  sole  and  exclusive  benefit  of the  parties  hereto  and  said
controlling persons and their respective successors,  officers, directors, heirs
and legal  representatives,  and it is not for the benefit of any other  person,
firm or  corporation.  The term  "successors  and  assigns"  shall not include a
purchaser, in its capacity as such, of Shares from any of the Underwriters.

     14. Governing Law and  Jurisdiction;  Waiver of Jury Trial.  This Agreement
shall be governed by and construed in  accordance  with the laws of the State of
New York. The Company  irrevocably (a) submits to the  jurisdiction of any court
of the State of New York or the United  State  District  Court for the  Southern
District of the State of New York for the purpose of any suit,  action, or other
proceeding  arising  out  of  this  Agreement,  or  any  of  the  agreements  or
transactions  contemplated by this Agreement, the Registration Statement and the
Prospectus (each, a "Proceeding"),  (b) agrees that all claims in respect of any
Proceeding  may be heard and  determined in any such court,  (c) waives,  to the
fullest  extent  permitted by law, any immunity  from  jurisdiction  of any such
court  or from any  legal  process  therein,  (d)  agrees  not to  commence  any
Proceeding  other than in such  courts,  and (e) waives,  to the fullest  extent
permitted by law, any claim that such  Proceeding is brought in an  inconvenient
forum.  The Company  hereby  irrevocably  designates  Seward & Kissell  LLP, One
Battery Park Plaza,  New York, New York 10004 as agent upon whom process against
the Company may be served.  THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL  BY  JURY  IN  RESPECT  OF ANY  CLAIM  BASED  UPON,  ARISING  OUT OF OR IN
CONNECTION  WITH  THIS  AGREEMENT  AND  THE  TRANSACTIONS  CONTEMPLATED  BY THIS
AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

     15.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be  deemed to be an  original,  but all such
counterparts shall together constitute one and the same instrument.  Delivery of
a  signed  counterpart  of  this  Agreement  by  facsimile   transmission  shall
constitute valid and sufficient delivery thereof.

     16. Headings. The headings herein are inserted for convenience of reference
only  and  are  not  intended  to be  part  of,  or to  affect  the  meaning  or
interpretation of, this Agreement.

     17. Time is of the Essence. Time shall be of the essence of this Agreement.
As used herein, the term "business day" shall mean any day when the Commission's
office in  Washington,  D.C. is open for  business  other than days when banking
institutions  in the City of New  York  are  authorized  by law,  regulation  or
executive order to be closed.

                            [signature page follows]
<PAGE>

     If the  foregoing  correctly  sets  forth  your  understanding,  please  so
indicate in the space  provided  below for that purpose,  whereupon  this letter
shall constitute a binding agreement among us.

                                            Very truly yours,

                                            NORDIC AMERICAN TANKER  SHIPPING
                                            LIMITED

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

Accepted as of the date first above written

BEAR, STEARNS & CO. INC.

By:
   ----------------------------------------
   Name:
   Title:


UBS SECURITIES LLC

By:----------------------------------------
   Name:
   Title:

By:----------------------------------------
   Name:
   Title:

On behalf of itself and the other several
Underwriters named in Schedule I hereto.
<PAGE>

                                   SCHEDULE I

                                Total Number of      Number of Additional Shares
                                Firm Shares to       to be Purchased if Option
                                be Purchased         is Fully Exercised

Underwriter

Bear, Stearns & Co. Inc. ...        1,350,000                     202,500
UBS Securities LLC..........          945,000                     141,750
DNB Nor Markets, Inc. ......          405,000                      60,750
                                   ----------                    --------
     Total..................        2,700,000                     405,000
                                   ==========                    ========
<PAGE>




                                    ANNEX III

                            Form of Lock-Up Agreement
                                November 17, 2004

BEAR, STEARNS & CO. INC.
UBS SECURITIES LLC
     As Representatives of the
     several Underwriters referred to below
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Attention: Equity Capital Markets

     Nordic American Tanker Shipping Limited Lock-Up Agreement

Ladies and Gentlemen:

     This letter  agreement  (this  "Agreement")  relates to the proposed public
offering (the "Offering") by Nordic American Tanker Shipping Limited,  a Bermuda
corporation (the "Company"), of its common shares, $.01 par value (the "Stock").

     In order to  induce  you and the  other  underwriters  for which you act as
representatives (the "Underwriters") to underwrite the Offering, the undersigned
hereby  agrees  that,   without  the  prior  written  consent  of  both  of  the
Representatives,  during the period from the date hereof  until ninety (90) days
from the date of the final  prospectus for the Offering (the "Lock-Up  Period"),
the  undersigned (a) will not,  directly or indirectly,  offer,  sell,  agree to
offer or sell, solicit offers to purchase, grant any call option or purchase any
put option with respect to, pledge,  borrow or otherwise dispose of any Relevant
Security  (as defined  below),  and (b) will not  establish or increase any "put
equivalent  position" or liquidate  or decrease any "call  equivalent  position"
with  respect to any  Relevant  Security  (in each case  within  the  meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations  promulgated   thereunder),   or  otherwise  enter  into  any  swap,
derivative or other  transaction  or arrangement  that transfers to another,  in
whole or in part, any economic  consequence of ownership of a Relevant Security,
whether  or not such  transaction  is to be  settled  by  delivery  of  Relevant
Securities,  other  securities,  cash or  other  consideration.  As used  herein
"Relevant Security" means the Stock, any other equity security of the Company or
any of its  subsidiaries  and any security  convertible  into, or exercisable or
exchangeable for, any Stock or other such equity security.

     The undersigned  hereby authorizes the Company during the Lock-Up Period to
cause any transfer agent for the Relevant Securities to decline to transfer, and
to note stop  transfer  restrictions  on the stock  register  and other  records
relating to, Relevant  Securities for which the undersigned is the record holder
and,  in the case of  Relevant  Securities  for  which  the  undersigned  is the
beneficial but not the record holder,  agrees during the Lock-Up Period to cause
the record holder to cause the relevant  transfer  agent to decline to transfer,
and to note stop transfer  restrictions  on the stock register and other records
relating to, such Relevant  Securities.  The  undersigned  hereby further agrees
that, without the prior written consent of both of the  Representatives,  during
the  Lock-up  Period the  undersigned  (x) will not file or  participate  in the
filing  with  the  Securities  and  Exchange   Commission  of  any  registration
statement,  or circulate or participate in the circulation of any preliminary or
final  prospectus  or other  disclosure  document  with  respect to any proposed
offering or sale of a Relevant Security and (y) will not exercise any rights the
undersigned  may have to require  registration  with the Securities and Exchange
Commission of any proposed offering or sale of a Relevant Security.

     The second and third  paragraphs of this letter shall not apply to (a) bona
fide  gifts,   provided  the  recipient  thereof  agrees  in  writing  with  the
Underwriters  to be bound by the terms of this  Agreement  and confirms that he,
she or it has been in compliance with the terms of this Agreement since the date
hereof,  (b) on death, by will or intestacy,  or (c) dispositions to a member of
the undersigned's immediate family or to any trust,  partnership or other entity
for the direct or indirect  benefit of the  undersigned  and/or  such  immediate
family member, provided that such immediate family member, trust, partnership or
other entity agrees in writing with the Underwriters to be bound by the terms of
this  Agreement and confirms  that it has been in  compliance  with the terms of
this  Agreement  since  the date  hereof  or (d)  pursuant  to a court  order or
settlement agreement approved by a court of competent jurisdiction.

     The  undersigned  hereby  represents and warrants that the  undersigned has
full power and authority to enter into this  Agreement  and that this  Agreement
constitutes  the  legal,  valid  and  binding  obligation  of  the  undersigned,
enforceable in accordance with its terms.  Upon request,  the  undersigned  will
execute any  additional  documents  necessary  in  connection  with  enforcement
hereof.  Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date first above written.

     If (i) the  Company  notifies  you in  writing  that it does not  intend to
proceed  with the  Offering,  (ii) the  registration  statement  filed  with the
Securities  Exchange  Commission  with  respect to the  Offering is withdrawn or
(iii) for any reason the Underwriting Agreement shall be terminated prior to the
Closing Date (as defined in the  Underwriting  Agreement),  this Agreement shall
terminate  without  any  action  by the  parties  and the  undersigned  shall be
released from its obligations hereunder.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the  State of New  York.  Delivery  of a signed  copy of this  letter by
facsimile transmission shall be effective as delivery of the original hereof.

                                        Very truly yours,

                                        By:
                                           -------------------------------------

                                        Print Name:
                                                   -----------------------------

</TEXT>
</DOCUMENT>
