Exhibit 4.16

                                    THE RULES

                                       OF

                                FRONTLINE LTD.'s

                               SHARE OPTION SCHEME

                       (Approved by Frontline Ltd.'s Board
                             on November 16 , 2006)

<PAGE>

                                 FRONTLINE LTD.

                                  RULES OF THE
                               SHARE OPTION SCHEME
                               -------------------

1.    DEFINITIONS

1.1   In this Scheme the following words and expressions shall, where the
      context so permits, have the following meanings:

      "Adoption Date" means the date on which the Scheme is approved by the
      Board;

      "Auditors" means the auditors of the Company (acting as experts and not as
      arbitrators) from time to time;

      "Board" means the board of directors of the Company or the directors
      present at a duly convened meeting of the board of directors or of a duly
      constituted committee of the board of directors at which a quorum is
      present;

      "Change of Control" means an event whereby another entity gains control
      over the Company (i) by imposing a merger or consolidation in which the
      Company is not the surviving company or (ii) by acquiring the majority of
      the shares in the Company or (iii) by the vote of its own shares or by
      acting in concert with other shareholders appoints a new majority of the
      Board;

      "Company" means Frontline Ltd., registered in Bermuda;

      "Date of Grant" means the date on which an Option is granted by the Board
      pursuant to Clause 2 hereof;

      "Eligible Person" means an employee who is, or who becomes, contracted to
      work at least 20 hours per week in the service of one or more
      Participating Companies or a director or officer of a Participating
      Company;

      "Group" means the Company and the Subsidiaries;

      "Independent Expert" means either a firm of independent public accountants
      of recognised standing who may be the regular auditors of the Company or
      an internationally recognised investment bank to be selected by the Board;

      "Market Value" means, on any day, the average of the middle market
      quotations of the price of the Shares as derived from the New York Stock
      Exchange (or any other stock exchange on which the Shares are traded,
      chosen by the Board) for the three immediately preceding dealing days on
      that stock exchange; or, if the Shares are not traded on any stock
      exchange, means the value of the Shares as determined by the Board.

      "Option" means a right (but not an obligation) to subscribe for Shares
      granted to an Eligible Person pursuant to the Scheme;

      "Option Certificate" means a certificate issued by the Company to the
      Option Holder evidencing the title of the Option Holder to the Option;

      "Option Holder" means an Eligible Person or a former Eligible Person who
      is the holder of an Option which has neither been fully exercised nor
      ceased to be exercisable nor lapsed and, where the context so permits, a
      person entitled to rights under any such Option in consequence of the
      death of the original Option Holder;

      "Option Shares" means Shares in respect of which an Option has been
      granted;

      "Participating Company" means the Company and any Subsidiary;

      "Rules" means these rules as varied from time to time in accordance with
      Clause 8 hereof;

      "Scheme" means this share option scheme;

      "Shares" means fully paid ordinary shares of par value US$2.50, each in
      the capital of the Company;

      "Share Capital" means the fully paid issued share capital of the Company;

      "Subscription Cost" means, in relation to the exercise of an Option, the
      product of the number of Option Shares in respect of which the Option is
      exercised and the Subscription Price of such Option Shares;

      "Subscription Price" means such price as the Board shall from time to time
      at its discretion resolve shall apply to an Option when such Option is
      granted provided that such price is not lower than the nominal value of a
      Share;

      "Subsidiary" means a company, which for the time being, is a subsidiary of
      the Company within the definition contained in Section 86 of the Companies
      Act 1981 of Bermuda;

      "Subsisting Option" means an Option which has neither lapsed nor been
      exercised.

      "Vesting Date" means the date on which an Option becomes exercisable and
      is the date the Board, in its discretion, may prescribe from time to time
      when an Option is granted, provided that such date cannot be earlier than
      one day after the Date of Grant.

1.2   In this Scheme except in so far as the context otherwise requires:

      a.    words denoting the singular number shall include the plural number
            and words denoting the masculine gender shall include the feminine
            gender;

      b.    any reference herein to any enactment or statutory provision shall
            be construed as a reference to that Bermudian enactment or provision
            as from time to time amended extended or re-enacted; and

      c.    references to the exercise of an Option shall include the exercise
            of an Option in part.

2.    GRANT OF OPTION

2.1   At any time after the Adoption Date, and not later than the tenth
      anniversary thereof, the Board may, in its absolute discretion, resolve to
      grant an Option or Options to an Eligible Person or to Eligible Persons on
      the terms and conditions set out in the Rules and in its resolution.

2.2   Immediately following the Date of Grant the Board shall notify the
      relevant Eligible Persons that they have been granted Options.

2.3   The notice given by the Board pursuant to Clause 2.2 shall be in such
      form, not inconsistent with these Rules, as the Board may determine and
      shall specify the number of Shares comprised in the Option, any terms
      applicable thereto other than as set out herein, the Date of Grant and the
      Subscription Price.

2.4   Not later than twelve weeks following the Date of Grant, the Option Holder
      may, by a notice given in writing, renounce his rights to any Option
      granted pursuant to Clause 2.1 in which event such Option shall be deemed
      for all purposes never to have been granted.

2.5   As soon as possible after the expiry of the twelve week notice period
      referred to in Clause 2.4, the Board shall issue an Option Certificate in
      respect of each Option in such form, not inconsistent with these Rules, as
      the Board may determine.

3.    LIMITATIONS

3.1   No Option shall be granted after the tenth anniversary of the Adoption
      Date.

3.2   No Option shall be granted to any person unless he is, at the Date of
      Grant, an Eligible Person.

4.    MAIN TERMS

4.1   No consideration shall be payable to the Company for the grant of an
      Option.

4.2   The Option shall entitle the Option Holder to subscribe for Shares at a
      price per Share equal to the Subscription Price at the date the Option is
      exercised.

4.3   Any Option which has not lapsed may be exercised in whole or in part at
      any time provided the earliest of the following events has occurred:

      a.    the Vesting Date;

      b.    the death of the Option Holder;

      c.    a Change of Control.

4.4   An Option which has vested, shall lapse on the earliest of the following
      events:

      a.    such date as the Board in its discretion may prescribe at the date
            the Option is granted, provided that such date cannot be later than
            the tenth anniversary of the Date of Grant;

      b.    the first anniversary of the Option Holder's death;

      c.    the first anniversary of the Option Holder's retirement;

      d.    three months following the Option Holder's ceasing to be an Eligible
            Person, other than by reason of his death or retirement;

      e.    six months after the Option has become exercisable in accordance
            with Clause 7.1;

4.5   An Option which has not vested, shall lapse on the earliest of the
      following events:

      a.    the date of an Option Holder's retirement; and

      b.    the date an Option Holder ceasing to be an Eligible Person other
            than by reason of his death or retirement.

5.    EXERCISE OF OPTIONS

5.1   Exercise of an Option shall be effected by the Option Holder giving notice
      in writing to the Company specifying the number of Option Shares (not
      being less than 500 Shares, and being a multiple of 100 Shares, except in
      the case of final exercise of all outstanding rights under the Option) in
      respect of which the Option is being exercised on that occasion and
      accompanied by the relevant Option Certificate and otherwise in such form
      and manner as the Board in its discretion may prescribe from time to time,
      provided that such notice shall be deemed to have been exercised and to
      take effect on the date on which payment of the Subscription Cost is
      received by the Company.

5.2   Subject to any necessary consents under regulations or enactments for the
      time being in force, compliance by the Option Holder with the Rules and
      receipt by the Company of the Subscription Cost, the Company shall, not
      later than thirty days after receipt of the notice referred to in Clause
      5.1 above, allot and issue to the Option Holder the number of Shares
      specified in the notice. If the number of Shares over which the Option is
      exercised is less than that specified in the relevant Option Certificate
      then the Company will issue a balance Option Certificate in respect of the
      remainder of such Shares over which the Option is still capable of
      exercise.

5.3   Notwithstanding the provisions of Clause 5.1 and Clause 5.2, the Company
      reserves the right upon receipt of a notice of exercise of an Option to
      make a cash payment in lieu of issuing Shares that would be due on the
      exercise of the Option. The cash payment will be calculated as the
      positive difference between the highest market price of the Shares on the
      New York Stock Exchange (or any other stock exchange on which the Shares
      are traded, chosen by the Board), and the Subscription Price on the date
      the Company receives the notice of exercise of an Option.

5.4   Shares allotted under the Scheme in pursuance of the exercise of an Option
      shall rank pari passu in all respects with the Shares for the time being
      in issue save as regards any rights attaching by reference to a record
      date prior to the date on which the Option is exercised.

6.    ADJUSTMENTS TO OPTION RIGHTS

6.1   In the event of any capitalisation or rights issue, any sub-division,
      consolidation or a reduction of the capital of the Company, the Board
      shall make appropriate adjustments with regard to:

      a.    the aggregate number of Shares subject to any Option;

      b.    the Subscription Price subject to any Option; or

      c.    the terms of any Option.

PROVIDED THAT:
-------------

      d.    any such adjustment has been confirmed in writing by an Independent
            Expert to be in their opinion fair and reasonable; and

      e.    the aggregate Subscription Cost payable by an Option Holder on the
            exercise of all his Options is not increased; and

      f.    the amount payable to subscribe for any Share subject to any Option
            shall not be reduced below its nominal value.

      Further, the Subscription Price shall be reduced by the amount of all
      dividends declared by the Company per Share in the period from the Date of
      Grant until the date the Option(s) is exercised, always provided that the
      Subscription Price never shall be reduced below the par value of the
      Share.

6.2   The Board shall give notice in writing to each Option Holder affected by
      any adjustment made pursuant to Clause 6.1 and may, at its discretion,
      deliver to him a revised Option Certificate in respect of his Option.

      Adjustments to the Subscription Price due to dividend payments shall be
      calculated as and when the Option(s) is exercised.

7.    WINDING-UP

7.1   If notice is given by the Board to the shareholders in the Company of a
      members' resolution for the voluntary winding-up of the Company, notice of
      the same shall forthwith be given by the Board to the Option Holders.

      Each of the Option Holders shall be entitled, within three months
      following such notice, to give notice in writing to the Company (such
      notice being accompanied by payment of the Subscription Cost) that such
      Option Holder wishes to be treated as if all or any of his Options had
      been exercised immediately before the commencement of the winding-up. In
      such event the Option Holder will be entitled to participate in the assets
      available in the winding-up pari passu with the shareholders in the
      Company as if he were a shareholder in relation to such number of Shares
      as he would have been entitled to had his Options been so exercised.
      Subject thereto all Options shall lapse on the commencement of the
      winding-up.

7.2   Option rights shall lapse immediately in the event of the Company being
      wound-up otherwise than in the event of a voluntary winding-up.

8.    VARIATION OF THE SCHEME

8.1   Subject to Clause 9.2 the Board may at any time alter or add to the Rules
      in any respect, provided that:

      a.    the Board may not cancel an Option except where (i) the Option
            Holder has breached the provisions of Clause 9.5 or (ii) the Option
            Holder has previously agreed; and

      b.    (subject as herein provided) the Board may not modify the terms of
            an Option already granted otherwise than with the consent of the
            Option Holder.

8.2   Notwithstanding the provisions of Clause 8.1, no amendment may be made
      which would make the terms on which Options may be or have been granted
      materially more generous without the prior approval of the Company in a
      general meeting.

8.3   The Board shall give notice in writing to each Option Holder of any
      alteration or addition made pursuant to this Clause 8 and may, at its
      discretion, deliver to each Option Holder a revised Option Certificate in
      respect of his Option.

9.    GENERAL PROVISIONS

9.1   The Company shall at all times keep available sufficient authorised but
      unissued Shares to satisfy the exercise in full of all Options for the
      time being capable of being exercised.

9.2   The Board may from time to time make and vary such regulations and
      establish such procedures for the administration and implementation of the
      Scheme as it thinks fit. In the event of any dispute or disagreement as to
      the interpretation of the Rules or as to the question of rights arising
      from or related to the Scheme, the decision of the Board shall (except as
      regards any matter required to be determined by the Auditors hereunder) be
      final and binding upon all persons.

9.3   The cost of the administration and implementation of the Scheme shall be
      borne by the Company.

9.4   The rights and obligations of an Eligible Person under the terms on which
      the Eligible Person holds his office or employment with a Participating
      Company shall not be affected by his participation in the Scheme or by any
      right he may have to participate therein, and the Scheme shall afford an
      Eligible Person no rights to compensation or damages in connection with
      the termination of such office or employment for any reason whatsoever.

9.5   The rights and obligations of an Option Holder shall be personal to the
      Option Holder and no Option nor the benefit thereof may be transferred,
      assigned, charged or otherwise alienated save that nothing in this
      sub-clause shall prohibit the transmission of an Option or the benefit
      thereof by operation of law.

9.6   For so long as the Shares are listed on the New York Stock Exchange or any
      other stock exchange, the Company shall apply to the appropriate
      authorities of such stock exchange(s) for all Shares subscribed for under
      the Scheme to be admitted for trading thereon on par with the other
      Shares.

9.7   Any notice or other document to be served by the Company under the Scheme
      on an Eligible Person or Option Holder may be served personally or by
      e-mail or by sending it through the post in a prepaid letter addressed to
      him at his address as last known to the Company.

      Any notice or other document to be served on the Company under the Scheme
      may be served by an Eligible Person or Option Holder by leaving it at the
      registered office for the time being of the Company or by e-mail or by
      sending it through the post in a prepaid letter addressed to such
      registered office.

      Where any notice or other document is served or sent by first class post
      it shall be deemed to have been received at the expiration of seven days
      (excluding Saturdays, Sundays or public holidays in Bermuda or Norway)
      after the time when cover containing the same was put in the post properly
      addressed and stamped. Any notice or document sent by e-mail shall be
      deemed to have been received at the time of transmission to the party to
      which it is addressed.

9.8   The Insider Trading Regulations of the Company are applicable to the
      Shares received as a consequence of the exercise of Options.

10.   TERMINATION OF THE SCHEME

10.1  The Scheme shall terminate on the earlier of the following dates:

      a.    the date (if any) determined by the Board to be the date of
            termination of the Scheme; and

      b.    the tenth anniversary of the Adoption Date.

10.2  Following termination of the Scheme pursuant to Clause 10.1 above, no
      further Options shall be granted but the subsisting rights and obligations
      of existing Option Holders will continue in force as if the Scheme had not
      terminated.

shareiotuinokan.txt