ARLINGTON TANKERS LTD.



                      Executive Change in Control Agreement



      THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT by and between Arlington

Tankers Ltd., a corporation organized under the laws of Bermuda (the "Company"),

and Arthur L. Regan (the "Executive") is made as of October 24, 2005 (the

"Effective Date").



      WHEREAS, the Company recognizes that, as is the case with many

publicly-held corporations, the possibility of a change in control of the

Company exists and that such possibility, and the uncertainty and questions

which it may raise among key personnel, may result in the departure or

distraction of key personnel to the detriment of the Company and its

stockholders; and



      WHEREAS, the Board of Directors of the Company (the "Board") has

determined that appropriate steps should be taken to reinforce and encourage the

continued employment and dedication of the Company's key personnel without

distraction from the possibility of a change in control of the Company and

related events and circumstances.



      NOW, THEREFORE, in consideration of the Executive remaining in the

Company's employ and other good consideration, the receipt and sufficiency of

which is acknowledged by both parties, the Company and the Executive agree as

follows:



      1. Key Definitions.



      As used herein, the following terms shall have the following respective

meanings:



            1.1 "Change in Control" means an event or occurrence set forth in

any one or more of subsections (a) through (d) below (including an event or

occurrence that constitutes a Change in Control under one of such subsections

but is specifically exempted from another such subsection):



                  (a) the acquisition by an individual, entity or group (within

the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of

1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of

any capital stock of the Company if, after such acquisition, such Person

beneficially owns (within the meaning of Rule 13d-3 promulgated under the

Exchange Act) 50% or more of either (x) the then-outstanding shares of common

stock of the Company (the "Outstanding Company Common Stock") or (y) the

combined voting power of the then-outstanding securities of the Company entitled

to vote generally in the election of directors (the "Outstanding Company Voting

Securities"); provided, however, that for purposes of this subsection (a), the

following acquisitions shall not constitute a Change in Control: (i) any

acquisition directly from the Company (excluding an acquisition pursuant to the

exercise, conversion or exchange of any security exercisable for, convertible

into or exchangeable for common stock or voting securities of the Company,

unless the Person exercising, converting or exchanging such security acquired

such security directly from the Company or an underwriter or agent of the

Company), (ii) any acquisition by the Company, (iii) any acquisition by any

employee benefit plan (or related trust) sponsored or maintained by the



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Company or any corporation controlled by the Company, or (iv) any acquisition by

any corporation pursuant to a transaction which complies with clauses (i) and

(ii) of subsection (c) of this Section 1.1; or



                  (b) such time as the Continuing Directors (as defined below)

do not constitute a majority of the Board (or, if applicable, the Board of

Directors of a successor corporation to the Company), where the term "Continuing

Director" means at any date a member of the Board (i) who was a member of the

Board on the date of the execution of this Agreement or (ii) who was nominated

or elected subsequent to such date by at least a majority of the directors who

were Continuing Directors at the time of such nomination or election or whose

election to the Board was recommended or endorsed by at least a majority of the

directors who were Continuing Directors at the time of such nomination or

election; provided, however, that there shall be excluded from this clause (ii)

any individual whose initial assumption of office occurred as a result of an

actual or threatened election contest with respect to the election or removal of

directors or other actual or threatened solicitation of proxies or consents, by

or on behalf of a person other than the Board; or

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