EXHIBIT 2.2


                                    THE RULES

                                       OF

                       SHIP FINANCE INTERNATIONAL LIMITED

                               SHARE OPTION SCHEME

             (Approved by Ship Finance International Limited's Board
                              on November 27, 2006)



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                       SHIP FINANCE INTERNATIONAL LIMITED


                                  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 Ship Finance International 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 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.