0000075208

 2023-01-01
 2023-12-31

 0000075208

 2023-06-30

 0000075208

 2024-03-06

 utr:bbl

 OSG:Vessels

 OSG:Integer

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No.1)

 FOR
ANNUAL AND TRANSITION REPORTS

 PURSUANT
TO SECTION 13 OR 15(d) OF THE

 SECURITIES
EXCHANGE ACT OF 1934

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Transition Period from __________ to __________.

 Commission
File Number 001-06479

 OVERSEAS
SHIPHOLDING GROUP, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 13-2637623

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer

 Identification Number)

 Knights Run Avenue, Tampa, Florida

 33602

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: 813 - 209-0600

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Class
 A Common Stock (par value $0.01 per share)

 OSG

 New
 York Stock Exchange

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

 The
aggregate market value of the common equity held by non-affiliates of the registrant on June 30, 2023, the last business day of the registrant's
most recently completed second quarter, was $ 292,943,697, b ased on the closing price of
$4.17 per share of Class A common stock on the NYSE exchange on that date. For this purpose, all outstanding shares of common stock have
been considered held by non-affiliates, other than the shares beneficially owned by directors, officers and certain 5% stockholders of
the registrant; certain of such persons disclaim that they are affiliates of the registrant.

 As
of March 6, 2024, 70,952,360 shares of the issuer's Class A common stock were outstanding. Excluded from these amounts are penny
warrants, which were outstanding as of March 6, 2024, for the purchase of 803,682 shares of Class A common stock without consideration
of any withholding pursuant to the cashless exercise procedures.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's definitive proxy statement to be filed by the registrant in connection with its 2024 Annual Meeting of Stockholders
are incorporated by reference in Part III.

 Audit
 Firm Id

 Auditor
 Name:

 Auditor
 Location

 GRANT THORNTON LLP

 Tampa, Florida

 EXPLANATORY
NOTE

 Overseas
Shipholding Group, Inc. (the "Company") is filing this Amendment No. 1 to Annual Report on Form 10-K (the "Amended
10-K") to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange
Commission ("SEC") on March 11, 2024 (the "Original 10-K"). The sole purposes of this Amended 10-K are to remove
Exhibit 10.3, to file Exhibit 97.1, and to make other minor changes to the exhibit index. Accordingly, this Amended 10-K consists solely
of the cover page, this explanatory note, the exhibit index, and the exhibits filed herewith.

 The
Company has made no attempt in this Amended 10-K to modify or update the disclosures presented in the Original 10-K other than as noted
in the previous paragraph. Except as noted above, this Amended 10-K does not reflect events occurring after the filing of the Original
10-K. Accordingly, this Amended 10-K should be read in conjunction with the Original 10-K, and the Company's other filings with
the SEC subsequent to the filing of the Original 10-K, including any amendments thereto.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(1)

 The
 following consolidated financial statements of the Company are filed in response to Item 8.

 Balance Sheets at December 31, 2023 and 2022.

 Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021.

 Statements of Comprehensive Income/(Loss) for the Years Ended December 31, 2023, 2022 and 2021.

 Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021.

 Statements of Changes in Equity/(Deficit) for the Years Ended December 31, 2023, 2022 and 2021.

 Notes
 to Consolidated Financial Statements.

 Reports
 of Independent Registered Public Accounting Firms.

 Financial
 Statements are not included in this Exhibits Only 10-K/A

 (a)(2)

 The
 schedules of the Company have been omitted since they are not applicable or are not required.

 (a)(3)

 The
 following exhibits are included in response to Item 15(b):

 2.1

 Separation and Distribution Agreement, dated as of November 30, 2016, by and between Overseas Shipholding Group, Inc. and International Seaways, Inc. (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated December 2, 2016 and incorporated herein by reference).

 3.1

 Amended and Restated Certificate of Incorporation of Overseas Shipholding Group, Inc. (filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q filed on August 7, 2023 and incorporated herein by reference).

 3.2

 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on August 8, 2014, dated August 5, 2014 and incorporated herein by reference).

 4.1

 Class A Warrant Agreement, dated as of August 5, 2014, between the Registrant and Computershare Trust Company, N.A., as Warrant Agent (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on August 8, 2014, dated August 5, 2014 and incorporated herein by reference).

 4.2

 Form of Class A Warrant Certificate (included in Exhibit 4.1).

 4.3

 Class B Warrant Agreement, dated as of August 5, 2014, between the Registrant and Computershare Trust Company, N.A, as Warrant Agent (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K filed on August 8, 2014, dated August 5, 2014 and incorporated herein by reference).

 4.4

 Form of Class B Warrant Certificate (included in Exhibit 4.1).

 4.5

 Registration Rights Agreement, dated as of May 2, 2014, between the Registrant and certain stockholders party thereto (filed as Exhibit 4.5 to Registrant's Registration Statement on Form S-1 filed on August 20, 2014 and incorporated herein by reference).

 4.6

 Amendment to Registration Rights Agreement, dated as of May 26, 2014, between the Registrant and certain stockholders party thereto (filed as Exhibit 4.6 to Registrant's Statement on Form S-1 filed on August 20, 2014 and incorporated herein by reference).

 4.7

 Indenture dated as of March 7, 2003 between the Registrant and Wilmington Trust Company, as trustee, providing for the issuance of debt securities of the Registrant from time to time (filed as Exhibit 4(e)(1) to the Registrant's Registration Statement on Form S-4 filed May 5, 2003 and incorporated herein by reference) (No. 333-105018) (filed May 5, 2003). Such Indenture is hereby modified, effective as of January 13, 2004, by deleting all references therein to "Wilmington Trust Company", "March 7, 2003" and any specific day, month and/or year and substituting therefore blank spaces.

 4.8

 Form of First Supplemental Indenture dated as of February 19, 2004 between the Registrant and Wilmington Trust Company, as trustee (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated February 18, 2004 and incorporated herein by reference) (No. 001-06479) (filed February 18, 2004).

 4.9

 Second Supplemental Indenture dated as of August 5, 2014 between the Registrant and Wilmington Trust Company, as trustee (filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 8, 2014 and incorporated herein by reference).

 4.10

 Third Supplemental Indenture dated as of August 5, 2014 between the Registrant and Wilmington Trust Company, as trustee (filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 8, 2014 and incorporated herein by reference).

 4.11

 Fifth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes I due 2021, between Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated December 16, 2015 and incorporated herein by reference).

 4.12

 Sixth Supplemental Indenture, dated as of December 16, 2015, relating to the 7.50% Senior Notes II due 2021, between Overseas Shipholding Group, Inc. and Wilmington Trust Company, as Trustee (filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated December 16, 2015 and incorporated herein by reference).

 4.13

 Description of Company's Common Stock (filed as Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference).

 *10.1

 Supplemental Executive Savings Plan of the Registrant dated as of December 22, 2005, as amended by Amendment One effective as of January 1, 2006 (filed as Exhibit 10(iii)(a) to the Registrant's Annual Report on Form 10-K for 2008 and incorporated herein by reference) (No. 001-06479) (filed March 2, 2009).

 *10.2

 Form of Director Indemnity Agreement for the directors of the Registrant (filed as Exhibit 10.8 to Registrant's Registration Statement on Form S-1 filed on August 20, 2014 and incorporated herein by reference).

 10.3

 Reserved.

 *10.4

 Management Incentive Compensation Plan (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated September 23, 2014 and incorporated herein by reference).

 *10.5

 Management Incentive Compensation Plan Stock Option Grant Agreement (Subject to stockholder approval) (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated September 23, 2014 and incorporated herein by reference).

 *10.6

 Management Incentive Compensation Plan Stock Option Grant Agreement (Not subject to stockholder approval) (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated September 23, 2014 and incorporated herein by reference).

 *10.7

 Form of Officers Indemnity Agreement for the officers of the Registrant (filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference).

 *10.8

 Settlement, Release and Indemnity Agreement dated as of February 3, 2015 between the Registrant, certain subsidiaries of the Registrant and an executive (filed as Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference).

 *10.9

 Separation Agreement dated July 29, 2016 between the Registrant and a former executive (filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by reference).

 *10.10

 Employment Agreement dated as of July 17, 2016 between the Registrant and an executive (filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by reference).

 *10.11

 Employment Agreement dated as of November 10, 2016 between the Registrant and an executive (filed as Exhibit 10.47 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference).

 *10.12

 Amendment No. 1 to Employment Agreement dated as of December 12, 2016 between the Registrant and an executive (filed as Exhibit 10.49 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference).

 *10.13

 Overseas Shipholding Group, Inc. Management Incentive Comprehensive Plan Stock Option Grant Agreement, Form StOp 2017 (filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference).

 *10.14

 Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan approved by the stockholders at the Annual Meeting of Stockholders held on June 6, 2017, effective June 6, 2017 (filed as Exhibit 10.56 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2027 and incorporated herein by reference).

 *10.15

 Letter Agreement dated as of July 17, 2017 between the Registrant and an executive (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated July 17, 2017 and incorporated herein by reference).

 *10.16

 Employment Agreement dated as of November 30, 2017 between the Registrant and an executive (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated December 4, 2017 and incorporated herein by reference).

 *10.17

 Employment Agreement dated as of November 30, 2017 between the Registrant and an executive (filed as Exhibit 10.59 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference).

 *10.18

 Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Stock Option Grant Agreement (filed as Exhibit 10.61 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference).

 *10.19

 Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Stock Option Grant Agreement (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

 *10.20

 Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Time-Based Restricted Stock Unit Grant Agreement Form TB-Officer 20_ (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

 *10.21

 Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Performance-Based Restricted Stock Unit Grant Agreement Form PB 20_-ROIC (filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

 *10.22

 Form of Overseas Shipholding Group, Inc. Management Incentive Compensation Plan Performance-Based Restricted Stock Unit Grant Agreement Form PB-TSR 20_ (filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

 *10.23

 Employment Agreement dated as of December 15, 2018 between the Registrant and an executive (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated December 15, 2018 and incorporated herein by reference).

 *10.24

 2019 Incentive Compensation Plan for Management (filed as Appendix A to the Registrant's Form DEF 14A dated May 30, 2019 and incorporated herein by reference).

 *10.25

 Form of Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan Time-Based Restricted Stock Unit Award Agreement Form Non-Employee Director (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and incorporated herein by reference).

 10.26

 Loan and Security Agreement dated as of August 7, 2019 between Overseas Sun Coast LLC, subsidiary of Registrant, as borrower, and Pacific Western Bank, as lender (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and incorporated herein by reference).

 10.27

 First Amendment to Loan and Security Agreement dated as of September 30, 2019 between Overseas Sun Coast LLC, subsidiary of Registrant, as borrower, and Pacific Western Bank, as lender (filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and incorporated herein by reference).

 *10.28

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Time-Based Restricted Stock Unit Grant Agreement Form TB-Officer_ (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference).

 *10.29

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based Restricted Stock Unit Grant Agreement Form PB-ROIC_ (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference).

 *10.30

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based Restricted Stock Unit Grant Agreement Form PB-TSR_ (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference).

 10.31

 Amendment No. 3 dated April 1, 2021 to Term Loan Credit Agreement dated December 21, 2018 (filed as Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference).

 *10.32

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based Restricted Stock Unit Grant Agreement Form PB-2021 Special Grant (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference).

 10.33

 Non-Disclosure Agreement (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference).

 10.34

 Credit Agreement dated as of September 29, 2021 by and among certain subsidiaries of the Registrant, as the borrowers, and Stonebriar Commercial Finance LLC, as lender (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated October 4, 2021 and incorporated herein by reference).

 *10.35

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Time-Based Restricted Stock Unit Grant Agreement Form TB-Officer-rev. 2022 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).

 *10.36

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based Restricted Stock Unit Grant Agreement Form PB-TSR-rev. 2022 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).

 *10.37

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based Restricted Stock Unit Grant Agreement Form PB-ROIC-rev. 2022 (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).

 *10.38

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management Time-Based Award Agreement Form Retention-TB-Officer (filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).

 *10.39

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Time-Based Restricted Stock Unit Grant Agreement Form TB-Officer-rev. 2023 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).

 *10.40

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based Restricted Stock Unit Grant Agreement Form PB-TSR-rev. 2023 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).

 *10.41

 Form of Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan For Management Performance-Based Restricted Stock Unit Grant Agreement Form PB-ROIC-rev. 2023 (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).

 List of subsidiaries of the Registrant (filed as Exhibit 21 to the Original 10-K and incorporated herein by reference).

 23.1

 Consent of Independent Registered Public Accounting Firm (filed as Exhibit 23.1 to the Original 10-K and incorporated herein by reference).

 31.1**

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.

 31.2**

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.

 32**

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1**

 Recoupment Policy for Executive Officers.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 (1)

 The
 Exhibits marked with one asterisk (*) are a management contract or a compensatory plan or arrangement required to be filed as an
 exhibit.

 (2)

 The
 Exhibits which have not previously been filed or listed are marked with two asterisks (**).

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Date:
March 25, 2024

 OVERSEAS
 SHIPHOLDING GROUP, INC.

 By:

 /s/
 RICHARD TRUEBLOOD

 Richard
 Trueblood

 Vice
 President

 and
 Chief Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 Name

 Date

 /s/

 March

 Rebecca
 DeLaet, Director

 /s/

 March

 Joseph
 I. Kronsberg, Director

 /s/

 March

 Elaine
 Luria, Director

 /s/

 March

 Samuel
 H. Norton, Principal

 Executive
 Officer and Director

 /s/

 March

 John
 P. Reddy, Director

 /s/

 March

 Julie
 E. Silcock, Director

 /s/

 March

 Gary
 Eugene Taylor, Director

 /s/
 RICHARD TRUEBLOOD

 March

 Richard
 Trueblood, Vice President and Chief Financial Officer

 /s/

 March

 Douglas
 D. Wheat, Director