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                                                                     EXHIBIT 4.6

                                    THE RULES

                                       OF

                                GOLAR LNG LIMITED

                      BERMUDA EMPLOYEE SHARE OPTION SCHEME

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                                GOLAR LNG LIMITED

                                  RULES OF THE
                      BERMUDA EMPLOYEE SHARE OPTION SCHEME

1.     DEFINITIONS

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

       "ADOPTION DATE" means the date on which the Scheme is approved by the
       board of directors of the Company;

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

       "ANNOUNCEMENT DATE" means the date on which the quarterly results of the
       Company are announced;

       "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;

       "COMPANY" means Golar LNG Limited, registered in Bermuda;

       "DATE OF GRANT" means the date on which an Option is granted by the Board
       pursuant to Clause 2 hereof;

       "ELIGIBLE EMPLOYEE" 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 of one or more such companies;

       "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 Option Share as derived from the Oslo Stock Exchange
       (or any stock exchange on which the Company's shares are traded) for the
       three immediately preceding dealing days on that Exchange;

       "OPTION" means a right (but not an obligation) to subscribe for Shares
       granted or to be granted in accordance with the Scheme;

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       "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 Employee or a former Eligible Employee
       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 PERIOD" means in relation to an Option, a maximum period of nine
       years commencing on the first anniversary of the Date of Grant;

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

       "OTHER SCHEME" means any scheme (other than the Scheme) which provides
       for the grant of options to acquire Shares by employees and/or directors
       of the Company and/or the Subsidiaries and which is established by the
       Company;

       "PARTICIPATING COMPANY" means the Company, Golar Management Limited or
       any other Subsidiary to which the Scheme for the time being extends as
       provided in Clause 2.1 hereof;

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

       "SCHEME" means this employee share option scheme;

       "SHARES" means fully paid ordinary shares of US$1.00 each in the capital
       of the Company;

       "SHARE CAPITAL" means 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 the higher of:

       (i)     such price as the Board shall from time to time at its discretion
               resolve; provided that such price is not lower than the Market
               Value, and

       (ii)    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.

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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    The Board may, from time to time, at its discretion, resolve that, in
       addition to the Eligible Employees of the Company and Golar Management
       Limited, the Scheme shall extend to Eligible Employees of one or more
       Subsidiaries which company or companies shall thereby fall within the
       definition of Participating Company in Clause 1 hereof and may from time
       to time, at its discretion, resolve that the Scheme shall cease so to
       extend.

2.2    At any time or times within a period of 40 days after an Announcement
       Date or the Adoption Date, and in any case not earlier than the Adoption
       Date nor later than the tenth anniversary thereof, the Board may in its
       absolute discretion resolve to grant an Option or Options to an Eligible
       Employee or to Eligible Employees on terms and conditions set out in the
       Rules.

2.3    Not later than seven days following the Date of Grant the Board shall
       notify the relevant Eligible Employees that they have been granted
       Options.

2.4    The notice given by the Board pursuant to Clause 2.3 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, the Date of
       Grant and the Subscription Price.

2.5    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 2.2 in which event such Option shall be deemed
       for all purposes never to have been granted.

2.6    As soon as possible after the expiry of the twelve week notice period
       referred to in Clause 2.5, 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 Options shall be granted if such grant would result in the aggregate
       in any ten year period of:

       (i)     the number of Shares over which Subsisting Options have been
               granted under this Scheme, and

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       (ii)    the number of Shares which have been issued on the exercise of
               Options granted under this Scheme, and

       (iii)   the number of Shares over which Subsisting Options have been
               granted under any Other Scheme, and

       (iv)    the number of Shares which have been issued pursuant to any Other
               Scheme

       exceeding seven percent of the number of Shares then in issue.

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

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.

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 first anniversary of the Date of Grant;

       b.      the death of the Option Holder;

       c.      the Option Holder ceasing to be an Eligible Employee.

4.4    An Option shall lapse on the earliest of the following events:

       a.      such date as the Board in its discretion may prescribe from time
               to time, 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 Employee, other than by reason of his death or
               retirement;

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

       f.      the Option Holder being adjudicated bankrupt.

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 payment
       in full of the Subscription Cost 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

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       have been exercised and to take effect on the date on which the notice by
       the Option Holder and payment of the Subscription Price are received by
       the Company.

5.2    Subject to any necessary consents under regulations or enactments for the
       time being in force and subject to compliance by the Option Holder with
       all the Rules, 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    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 capitalization issue or rights issue or any
       sub-division, consolidation or reduction of the capital of the Company,
       the Board may make such adjustment as it considers appropriate with
       regard to:

       a.      the maximum number of Shares under the Scheme as provided in
               Clause 3.2; or

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

       c.      the Subscription Price of any Shares subject to any Option; or

       d.      the terms of any Option.

       PROVIDED THAT:

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

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

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

6.2    The Board shall give notice in writing to each Option Holder affected
       thereby of any adjustment made pursuant to this Clause 6 and may at its
       discretion deliver to him a revised Option Certificate in respect of his
       Option.

7.     WINDING-UP

7.1    If notice is given by the Board to the holders of Shares 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 six months
       following such notice, to give notice in writing to the Company (such
       notice being accompanied by payment of the Subscription Cost)

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       electing to the treated as if all or any of his Options had been
       exercised immediately before the commencement of the winding-up in which
       event such Option Holder will be entitled to participate in the assets
       available in the winding-up pari passu with the holders of Shares in the
       Company as if he were the holder of the Shares to which he would have
       been entitled 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 9.6 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
       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 authorized 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    Copies of documents sent to all the holders of Shares shall be sent also
       to all Option Holders who are not otherwise entitled to receive the same.

9.5    The rights and obligations of an Eligible Employee under the terms on
       which the Eligible Employee 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

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       participate therein, and the Scheme shall afford an Eligible Employee no
       rights to compensation or damages in connection with the termination of
       such office or employment for any reason whatsoever.

9.6    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.

9.7    For so long as the Shares are listed on the Oslo Stock Exchange or any
       other stock exchange, the Company shall apply to the appropriate
       authorities of such stock exchanges for all shares allotted under the
       Scheme to be admitted to the official stock exchange list.

9.8    Any notice or other document to be served by the Company under the Scheme
       on an Eligible Employee or Option Holder may be served personally or by
       fax 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 under the Scheme on the Company
       may be served by an Eligible Employee or Option Holder by leaving it at
       the registered office for the time being of the Company or by fax 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 the United
       Kingdom) after the time when cover containing the same was put in the
       post properly addressed and stamped. Any notice or document sent by fax
       shall be deemed to have been received at the time of transmission to the
       party to which it is addressed.

9.9    The Insider 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.