Exhibit 10. (iii) (aa)

September 24, 2006

Mr. Jonathan P. Whitworth
420 Riviera Drive

Tampa, Florida  33606

Dear Mr. Whitworth:

We are pleased to confirm your employment with Overseas Shipholding Group, Inc. (the “Company”) effective at, and contingent upon the occurrence of, the Effective Time (as such term is defined in the Agreement and Plan of Merger dated as of September 25, 2006 (the “Merger Agreement”) among the Company, Marlin Acquisition Corporation and Maritrans Inc.), as follows:

1.  Title and Position .    At all times during the term of this Agreement,  you shall be the Senior Vice President and the highest ranking officer of the Company having responsibilities for the businesses comprising our U.S. Flag Strategic Business Unit (the “US SBU”), as structured from time to time, and you shall at all times report solely to our Chief Executive Officer (“CEO”).   In that capacity, you shall at all times have those powers and duties normally associated with the position of  head of a strategic business unit of the Company.  All individuals who are employed by or perform services for the US SBU shall report to you in a manner consistent with OSG’s policies and practices.  You will devote substantially all of your business time and reasonable best efforts to the performance of your duties and shall discharge your duties diligently, faithfully and in the best interests of the Company.  Your principal place of business will be located in Tampa, Florida but you will be required to travel frequently, especially to the Company’s headquarters in New York City, New York.

2.  Compensation and Benefits .   The Company will pay you a base salary at the rate of $550,000 (“Base Salary”) per year and you will be eligible for bonuses in accordance with our bonus plans which, for 2006 will be pro rated for the portion of the year you are employed by the Company.  The Company’s board of directors (the “Board”) may increase the amount of such bonuses for 2006 in its sole discretion.  You will participate, to the extent eligible, in the benefit plans and programs generally applicable to senior executives, including, but not limited to, the Company’s 401(k) Plan, group health plan, life insurance benefits and disability insurance benefits.

Simultaneously with the signing of this Agreement, you and the Company are entering into a change in control agreement that affords the same rights and protections as are afforded to the Company’s other senior executives in the event of a change in control.  The terms of the change in control agreement will supersede the terms of this Agreement in connection a change in control.

3.  Initial Stock Option Grant .   You will be granted options to acquire such number of shares of our common stock as will have an aggregate value (determined by the Company on a Black-Scholes valuation on the date of grant) of $250,000, vesting in three equal tranches on the first, second and third anniversaries of the date of grant, provided that you are employed by the Company on each such date.  The options will be granted on the next date on which options are regularly granted to executives of the Company, which will be in January 2007, or if the

Effective Time is after the date of such grant, not later than 30 days after the Effective Time.  The form of grant agreement, including provisions relating to acceleration of vesting and the duration of rights to exercise after termination of employment shall otherwise be consistent with the form of grant agreement used for other senior executives.

4.  Initial Restricted Stock .   You will be awarded such number of shares of our restricted stock as will have an aggregate value of $250,000, based on our common stock’s fair market value on the date of grant.  Restrictions on one fourth of the shares will lapse on each of the next four anniversaries of the date of grant, provided you are employed by the Company on each such date.  The restricted stock will be awarded on the next date on which restricted stock is regularly awarded to executives of the Company, which will be in January 2007, or if the Effective Time is after the date of such award, not later than 30 days after the Effective Time.  The form of grant agreement, including provisions relating to acceleration of vesting, shall otherwise be consistent with the form of grant agreement used for other senior executives.

5.  Termination .  If your employment with the Company terminates as a result of your death, disability or your voluntary termination, the Company will pay (i) any Base Salary earned but not yet paid, (ii) any accrued vacation pay, (iii) any bonus for any prior completed year earned to the extent provided under the terms of the applicable plan or program but not yet paid, and (iv) any amounts due under any other plan of the Company applicable to you (the “Accrued Amounts”).  You will not be entitled to any other amounts.

6.  Termination Without Cause or For Good Reason . If the Company terminates your employment without Cause or you terminate your employment for Good Reason (each as defined in Exhibit A), you will receive your Accrued Amounts and, provided such termination is prior to the third anniversary of the Effective Time, subject to your execution of a general release specified by us, the Company will (i) pay your monthly Base Salary for a period of 24 months, and (ii) provide you and your eligible dependents for a period of up to 18 months ending in any event when you receive new full-time employment (