GENERAL MARITIME CORPORATION CHANGE OF CONTROL SEVERANCE PROGRAM FOR U.S. EMPLOYEES

(b)    “Base Salary” means the amount a Participant is entitled to receive as salary on an annualized basis, excluding all bonus, overtime and incentive compensation, payable by the Company as consideration for the Participant’s services.

(c)     “Board” means the Board of Directors of General Maritime.

(d)    “Bonus Amount” means the cash bonus on an annualized basis earned by the Participant in the fiscal year immediately preceding the year in which his or her employment was terminated, including any amounts which are deferred.

(e)     “Cause” means any termination of a Participant’s employment because of any of the following events:

(i)                                      any act or failure to act by the Participant involving fraud, theft or embezzlement;

(ii)                                   the willful and continued failure of the Participant to (A) perform substantially the Participant’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) or (B) the Participant’s failure to follow the directions of an officer of the Company to whom such Participant reports or of the Board of Directors;

(iii)                                the willful engagement by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iv)                               the Participant’s conviction of (or a plea of nolo contendere to) a crime that constitutes a felony or other crime involving moral turpitude, in either case within the meaning of applicable law.

(f)     “Change of Control” means the first to occur of any of the following events:

(i)                                      any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than Peter C. Georgiopoulos or entities which he directly or indirectly controls (as defined in Rule 12b-2 under the Exchange Act), acquiring “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of thirty percent (30%) or more of the Voting Stock of General Maritime;

(ii)                                   the sale of all or substantially all of General Maritime’s assets in one or more related transactions to a “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act) other than such a sale (x) to a subsidiary of General Maritime which does not involve a change in the equity holdings of General Maritime or (y) 

2

to Peter C. Georgiopoulos or entities which he directly or indirectly controls;

(iii)                                any merger, consolidation, reorganization or similar event of General Maritime, as a result of which the holders of the Voting Stock of General Maritime immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the Voting Stock of the surviving entity;

(iv)                               a majority of the members of the Board of Directors are no longer Continuing Directors; as used herein, a “Continuing Director” means any member of the Board of Directors who was a member of such Board of Directors as of the Effective Date; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by a majority of the directors who then comprised the Continuing Directors shall be considered to be a Continuing Director; or

(v)                                  General Maritime adopts any plan of liquidation or dissolution providing for the distribution of all or substantially all of its assets.

For purposes of the Change of Control definition, “General Maritime” shall include any entity that succeeds to all or substantially all of the business of General Maritime and “Voting Stock” shall mean capital stock of any class or classes having general voting power, in the absence of specified contingencies, to elect the directors of a corporation.

(g)        “Code” means the Internal Revenue Code of 1986, as amended.

(h)        “Committee” means, subject to Section 13, the Compensation Committee of the Board.

(i)          “Company” means General Maritime and its direct and indirect subsidiaries and their respective successor entities.

(j)          “Date of Termination” shall have the meaning given in Section 4(b).

(k)         “Disability” means, in connection with any termination of a Participant’s employment, a disability entitling him or her to long-term disability benefits under any applicable long-term disability plan of the Company, or in the absence of any such plan, the Participant’s inability to perform his or her duties and responsibilities customary for an employee in the Participant’s position for such period or periods as the Committee may determine, whether or not continuous, due to physical or mental incapacity or impairment as reasonably determined by a qualified physician.

3

(l)          “Effective Date” means the date on which the Effective Time as defined in the Agreement and Plan of Merger and Amalgamation, dated as of August 5, 2008, by and among the Company, Arlington Tankers Ltd., Archer Amalgamation Limited, Galileo Merger Corporation and General Maritime Subsidiary Corporation (formerly General Maritime Corporation) occurs.

(m)        “Good Reason” means, with respect to any Participant, the occurrence of any of the following events after a Change of Control, without the Participant’s prior written consent: (i) a reduction in the Participant’s Base Salary; (ii) a material diminution in the Participant’s responsibilities, duties or authorities in comparison to the responsibilities, duties or authorities of the Participant immediately prior to the Change of Control; (iii) a material diminution in the responsibilities, duties or authorities of the individual or body to whom the Participant reports, (iv) an assignment of the Participant to an office more than fifty (50) miles from the location where the Participant was based and performed services immediately prior to the Change of Control, provided that such change is a material change in the geographic location of the Participant’s office, or (v) a material breach by the Company of the Participant’s employment agreement or any other agreement under which the Participant provides services.

(n)        “Participant” means an Associate who meets the eligibility requirements of Section 3.

(o)        “Plan” means the General Maritime Corporation Change of Control Severance Program for U.S. Employees.

(p)        “Qualifying Termination” means a termination of a Participant’s employment within two (2) years following a Change of Control, in the case of Tier 1 Participants and, within one (1) year following a Change of Control, in the case of Tier 2 Participants, (i) by the Company other than for Cause, death or Disability or (ii) by the Participant for Good Reason.

(q)        “Release” shall have the meaning given in Section 4(h).

(r)         “Severance Benefit” shall have the meaning given in Section 4(b).

(s)         “Tier 1 Participants” means the Associates designated on Schedule I attached hereto.

(t)         “Tier 2 Participants” means all Associates other than (i) Tier 1 Participants and (ii) Associates who have entered into a written employment agreement with the Company as of the date of a Change of Control which provides for Associate compensation in the event of any termination of the Associate’s employment following a change of control by the