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<SEC-DOCUMENT>0000919574-05-001192.txt : 20050304
<SEC-HEADER>0000919574-05-001192.hdr.sgml : 20050304
<ACCEPTANCE-DATETIME>20050304160518
ACCESSION NUMBER:		0000919574-05-001192
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050304
FILED AS OF DATE:		20050304
DATE AS OF CHANGE:		20050304

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORDIC AMERICAN TANKER SHIPPING LTD
		CENTRAL INDEX KEY:			0001000177
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER TRANSPORTATION [4400]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13944
		FILM NUMBER:		05661414

	BUSINESS ADDRESS:	
		STREET 1:		CANONS COURT
		STREET 2:		22 VICTORIA STREET
		CITY:			HAMILTON HM 12
		STATE:			D0
		ZIP:			00000
		BUSINESS PHONE:		4412952244

	MAIL ADDRESS:	
		STREET 1:		CANONS COURT
		STREET 2:		22 VICTORIA STREET
		CITY:			HAMILTON HM 12
		STATE:			D0
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d552933_6-k.txt
<TEXT>
                                    FORM 6-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                           For the month of March 2005


                     NORDIC AMERICAN TANKER SHIPPING LIMITED
                 (Translation of registrant's name into English)

                                  Canon's Court
                               22 Victoria Street
                                 Hamilton HM 12
                                     Bermuda
                    (Address of principal executive offices)

          Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

                        Form 20-F  [X]   Form 40-F [_]

          Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

                              Yes  [_]     No [X]


<PAGE>


INFORMATION CONTAINED IN THIS FORM 6-K REPORT

          Attached hereto as Exhibit 99.1 is a copy the Undereritng Agreement
dated March 2, 2005, between Nordic American Tanker Shipping Limited (the
"Company") and Bear, Stearns & Co. Inc., UBS Securities LLC and DNB Nor Markets,
Inc. Information furnished on this Report of Foreign Private Issuer on Form 6-K
shall be deemed to be incorporated by reference as Exhibit 1.1 in the Company's
Registration Statement on Form F-3 (File No. 333-118128).


<PAGE>


                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                         NORDIC AMERICAN TANKER SHIPPING LIMITED
                                         ---------------------------------------
                                                        (registrant)



Dated:  March 4, 2005                     By: /s/ Herbjorn Hansson
                                              --------------------
                                                  Herbjorn Hansson
                                                  President and
                                                  Chief Executive Officer




01318.0002 #552933

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>d552926_ex-1.txt
<TEXT>
                                                                    Exhibit 99.1
                                                                  EXECUTION COPY

                        3,500,000 Shares of Common Stock

                     NORDIC AMERICAN TANKER SHIPPING LIMITED

                             UNDERWRITING AGREEMENT

                                  March 2, 2005

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

c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171

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 3,500,000  shares (the "Firm  Shares") of its common  shares,  par
value $0.01 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 525,000 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  under the
caption "Underwriting" in the prospectus the material included in (1) the first,
second  and  fifth   sentences  of  the  third   paragraph   under  the  caption
"Underwriting"  in the Prospectus,  (2) the portion of the first sentence of the
tenth paragraph under the caption  "Underwriting" in the Prospectus that relates
to the  Underwriters'  action,  (3) the  twelfth  paragraph  under  the  caption
"Underwriting"  in the  Prospectus,  (4) the first  sentence  of the  fourteenth
paragraph under the caption  "Underwriting" in the Prospectus and the portion of
fifth sentence of the fourteenth  paragraph under the caption  "Underwriting" in
the Prospectus under the caption  "Underwriting"  in the Prospectus that relates
to the Underwriters' approval and/or endorsement and (5) the fifteenth 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,  memorandum  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,  memorandum  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 provided the
Shares remain listed on the NYSE or another  appointed stock exchange;  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 $46.654,  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  525,000
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 $13,122.00 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 and c/o UBS Securities LLC, 299
Park Avenue, New York, New York 10171, Attention: Syndicate Desk, with a copy to
UBS Securities LLC, 299 Park Avenue, New York, New York 10171, Attention:  Legal
Department  and 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


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

Bear, Stearns & Co. Inc. ...........    1,750,000             262,500
UBS Securities LLC..................    1,225,000             183,750
DNB Nor Markets, Inc. ..............      525,000              78,750
                                        ---------             -------
     Total..........................    3,500,000             525,000
                                        =========             =======



<PAGE>



                                     ANNEX I

                    [Form of Opinion of Seward & Kissel LLP]






<PAGE>





                                    ANNEX II

                  [Form of Opinion of Appleby Spurling Hunter]




<PAGE>


                                    ANNEX III

                            Form of Lock-Up Agreement



                                February 16, 2005

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

c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171
Attention:  Syndicate Desk


            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, $0.01 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>
</SEC-DOCUMENT>
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