STOCKHOLDERS RIGHTS AGREEMENT





          This Stockholders Rights Agreement (this "Rights Agreement") is made

and entered into as of February 13, 2007, by and between Nordic American Tanker

Shipping Limited, a Bermuda corporation (the "Company"), and Mellon Investor

Services LLC, as Rights Agent, a New Jersey limited liability company (the

"Rights Agent").



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

authorized and declared a dividend of one right (the "Right") for each share of

the Company's common stock, par value $.01 per share (the "Common Stock") held

of record as of the Close of Business (as hereinafter defined) on February 27,

2007 (the "Record Date") and (b) has further authorized the issuance of one

Right in respect of each share of Common Stock that shall become outstanding (i)

at any time between the Record Date and the earliest of the Distribution Date,

the Redemption Date or the Final Expiration Date (as such terms are hereinafter

defined) or (ii) upon the exercise or conversion, prior to the earlier of the

Redemption Date or the Final Expiration Date, of any option or other security

exercisable for or convertible into shares of Common Stock, which option or

other such security is outstanding on the Distribution Date; and



          WHEREAS, each Right represents the right of the holder thereof to

purchase one one-thousandth of a share of Series A Participating Preferred Stock

(as such number may hereafter be adjusted pursuant to the provisions hereof),

upon the terms and subject to the conditions set forth herein, having the

rights, preferences and privileges set forth in the Certificate of Designations

of Series A Participating Preferred Stock, attached hereto as Exhibit A.



          NOW THEREFORE, in consideration of the premises and the mutual

agreements set forth herein, the parties hereby agrees as follows:



     1. Certain Definitions.



          "Acquiring Person" shall mean any Person who or which, together with

all Affiliates and Associates of such Person, shall be the Beneficial Owner of

15% or more of the shares of Common Stock then outstanding, but shall not

include the Company, any Subsidiary of the Company or any employee benefit plan

of the Company or of any Subsidiary of the Company, or any entity holding shares

of Common Stock for or pursuant to the terms of any such plan. Notwithstanding

the foregoing, no Person shall be deemed to be an Acquiring Person as the result

of an acquisition of shares of Common Stock by the Company which, by reducing

the number of shares outstanding, increases the proportionate number of shares

beneficially owned by such Person to 15% or more of the shares of Common Stock

of the Company then outstanding; provided, however, that a Person who (i)

becomes the Beneficial Owner of 15% or more of the shares of Common Stock of the

Company then outstanding by reason of share purchases by the Company and (ii)

then after such share purchases by the Company, becomes the Beneficial Owner of

any additional shares of Common Stock of the Company (other than pursuant to a

dividend or distribution paid or made by the Company on the outstanding shares

of Common Stock in shares of Common Stock or pursuant to a split or subdivision

of the outstanding shares of Common Stock), such Person shall be deemed to be an

Acquiring Person unless upon becoming the Beneficial Owner of such additional

shares of Common Stock of the Company such Person does not beneficially own 15%

or more of the shares of Common Stock of the Company then outstanding.

Notwithstanding the foregoing, (i) if the Company's Board of Directors

determines in good faith that a Person who would otherwise be an "Acquiring

Person," as defined herein, has become such inadvertently (including, without

limitation, because (A) such Person was unaware that it beneficially owned a

percentage of the shares of Common Stock that would otherwise cause such Person

to be an "Acquiring Person," as defined herein, or (B) such Person was aware of

the extent of the shares of Common Stock it beneficially owned but had no actual

knowledge of the consequences of such beneficial ownership under this Agreement)

and without any intention of changing or influencing control of the Company, and

if such Person divested or divests as promptly as practicable a sufficient

number of shares of Common Stock so that such Person would no longer be an

"Acquiring Person," as defined herein, then such Person shall not be deemed to

be or to have become an "Acquiring Person" for any purposes of this Agreement;

and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 15% or

more of the shares of Common Stock outstanding, such Person shall not be or

become an "Acquiring Person," as defined herein, unless and until such time as

such Person shall become the Beneficial Owner of additional shares of Common

Stock in an amount equal to 2% of the Company's outstanding common stock

(calculated without including the shares of Common Stock already held by such

Person), other than pursuant to a grant under a Company equity incentive plan, a

dividend or distribution paid or made by the Company on the outstanding shares

of Common Stock in shares of Common Stock or pursuant to a split or subdivision

of the outstanding shares of Common Stock, unless, upon becoming the Beneficial

Owner of such additional shares of Common Stock, such Person is not then the

Beneficial Owner of 15% or more of the shares of Common Stock then outstanding.



          "Adjustment fraction" shall have the meaning set forth in Section

11(a)(i) hereof.



          "Affiliate" and "Associate" shall have the respective meanings

ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under

the Exchange Act, as in effect on the date of this Agreement.



          A Person shall be deemed the "Beneficial Owner" of and shall be deemed

to "Beneficially Own" any securities:



               (i)  which such Person or any of such Person's Affiliates or

                    Associates beneficially owns, directly or indirectly, for

                    purposes of Section 13(d) of the Exchange Act and Rule 13d-3

                    thereunder (or any comparable or successor law or

                    regulation);



               (ii) which such Person or any of such Person's Affiliates or

                    Associates has (A) the right to acquire (whether such right

                    is exercisable immediately or only after the passage of

                    time) pursuant to any agreement, arrangement or

                    understanding (other than customary agreements with and

                    between underwriters and selling group members with respect

                    to a bona fide public offering of securities), or upon the

                    exercise of conversion rights, exchange rights, rights

                    (other than the Rights), warrants or options, or otherwise;

                    provided, however, that a Person shall not be deemed

                    pursuant to this subsection (ii)(A) to be the Beneficial

                    Owner of, or to beneficially own, (1) securities tendered

                    pursuant to a tender or exchange offer made by or on behalf

                    of such Person or any of such Person's Affiliates or

                    Associates until such tendered securities are accepted for

                    purchase or exchange, or (2) securities which a Person or

                    any of such Person's Affiliates or Associates may be deemed

                    to have the right to acquire pursuant to any merger or other

                    acquisition agreement between the Company and such Person

                    (or one or more of its Affiliates or Associates) if such

                    agreement has been approved by the Board of Directors of the

                    Company prior to there being an Acquiring Person; or (B) the

                    right to vote pursuant to any agreement, arrangement or

                    understanding; provided, however, that a Person shall not be

                    deemed the Beneficial Owner of, or to beneficially own, any

                    security under this subsection (ii)(B) if the agreement,

                    arrangement or understanding to vote such security (1)

                    arises solely from a revocable proxy or consent given to

                    such Person in response to a public proxy or consent

                    solicitation made pursuant to, and in accordance with, the

                    applicable rules and regulations of the Exchange Act and (2)

                    is not also then reportable on Schedule 13D under the

                    Exchange Act (or any comparable or successor report); or



               (iii) which are beneficially owned, directly or indirectly, by

                    any other Person (or any Affiliate or Associate thereof)

                    with which such Person or any of such Person's Affiliates or

                    Associates has any agreement, arrangement or understanding,

                    whether or not in writing (other than customary agreements

                    with and between underwriters and selling group members with

                    respect to a bona fide public offering of securities) for

                    the purpose of acquiring, holding, voting (except to the

                    extent contemplated by the proviso to subsection (ii)(B)

                    above) or disposing of any securities of the Company;

                    provided, however, that in no case shall an officer or

                    director of the Company be deemed (x) the Beneficial Owner

                    of any securities beneficially owned by another officer or

                    director of the Company solely by reason of actions

                    undertaken by such persons in their capacity as officers or

                    directors of the Company or (y) the Beneficial Owner of

                    securities held of record by the trustee of any employee

                    benefit plan of the Company or any Subsidiary of the Company

                    for the benefit of any employee of the Company or any

                    Subsidiary of the Company, other than the officer or

                    director, by reason of any influence that such officer or

                    director may have over the voting of the securities held in

                    the plan.



          "Business Day" shall mean any day other than a Saturday, Sunday or a

day on which the NYSE is authorized or obligated by law or executive order to

close.



          "Close of Business" on any given date shall mean 5:00 P.M., New York

time, on such date; provided, however, that if such date is not a Business Day

it shall mean 5:00 P.M., New York time, on the next succeeding Business Day.



          "Common Stock" shall have the meaning set forth in the preamble.

Common Stock when used with reference to any Person other than the Company shall

mean the capital stock (or equity interest) with the greatest voting power of

such other Person or, if such other Person is a Subsidiary of another Person,

the Person or Persons which ultimately control such first-mentioned Person.



          "Common Stock Equivalents" shall have the meaning set forth in Section

11(a)(iii) hereof.



          "Company" shall have the meaning set forth in the preamble, subject to

the terms of Section 13(a)(iii)(C) hereof.



          "Current Per Share Market Price" of any security (a "Security" for

purposes of this definition), for all computations other than those made

pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily

closing prices per share of such Security for the thirty (30) consecutive

Trading Days immediately prior to such date, and for purposes of computations

made pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price

of any Security on any date shall be deemed to be the average of the daily

closing prices per share of such Security for the ten (10) consecutive Trading

Days immediately prior to such date; provided, however, that in the event that

the Current Per Share Market Price of the Security is determined during a period

following the announcement by the issuer of such Security of (i) a dividend or

distribution on such Security payable in shares of such Security or securities

convertible into such shares or (ii) any subdivision, combination or

reclassification of such Security, and prior to the expiration of the applicable

thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend

date for such dividend or distribution, or the record date for such subdivision,

combination or reclassification, then, and in each such case, the Current Per

Share Market Price shall be appropriately adjusted to reflect the current market

price per share equivalent of such Security. The closing price for each day

shall be the last sale price, regular way, or, in case no such sale takes place

on such day, the average of the closing bid and asked prices, regular way, in

either case as reported in the principal consolidated transaction reporting

system with respect to securities listed or admitted to trading on the NYSE or,

if the Security is not listed or admitted to trading on the NYSE, as reported in

the principal consolidated transaction reporting system with respect to

securities listed on the principal national securities exchange on which the

Security is listed or admitted to trading or, if the Security is not listed or

admitted to trading on any national securities exchange, the last sale price or,

if such last sale price is not reported, the average of the high bid and low

asked prices in the over-the-counter market, as reported by NYSE or such other

system then in use, or, if on any such date the Security is not quoted by any

such organization, the average of the closing bid and asked prices as furnished

by a professional market maker making a market in the Security selected by the

Board of Directors of the Company. If on any such date no market maker is making

a market in the Security, the fair value of such shares on such date as

determined in good faith by the Board of Directors of the Company shall be used.

If the Preferred Shares are not publicly traded, the Current Per Share Market

Price of the Preferred Shares shall be conclusively deemed to be the Current Per

Share Market Price of the shares of Common Stock as determined pursuant to this

definition, as appropriately adjusted to reflect any stock split, stock dividend

or similar transaction occurring after the date hereof, multiplied by 1000. If

the Security is not publicly held or so listed or traded, Current Per Share

Market Price shall mean the fair value per share as determined in good faith by

the Board of Directors of the Company, whose determination shall be described in

a statement filed with the Rights Agent and shall be conclusive for all

purposes.



          "Current Value" shall have the meaning set forth in Section 11(a)(iii)

hereof.



          "Distribution Date" shall mean the earlier of (i) the Close of

Business on the tenth day after the Shares Acquisition Date (or, if the tenth

day after the Shares Acquisition Date occurs before the Record Date, the Close

of Business on the Record Date) or (ii) the Close of Business on the tenth

Business Day (or such later date as may be determined by action of the Company's

Board of Directors) after the date that a tender or exchange offer by any Person

(other than the Company, any Subsidiary of the Company, any employee benefit

plan of the Company or of any Subsidiary of the Company, or any Person or entity

organized, appointed or established by the Company for or pursuant to the terms

of any such plan) is first published or sent or given within the meaning of Rule

14d-2(a) of the General Rules and Regulations under the Exchange Act, if,

assuming the successful consummation thereof, such Person would be an Acquiring

Person.



          "Equivalent Shares" shall mean Preferred Shares and any other class or

series of capital stock of the Company which is entitled to the same rights,

privileges and preferences as the Preferred Shares.



          "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended.



          "Exchange Ratio" shall have the meaning set forth in Section 24(a)

hereof.



          "Exercise Price" shall have the meaning set forth in Section 4(a)

hereof.



          "Expiration Date" shall mean the earliest to occur of: (i) the Close

of Business on the Final Expiration Date, (ii) the Redemption Date, or (iii) the

time at which the Board of Directors orders the exchange of the Rights as

provided in Section 24 hereof.



          "Final Expiration Date" shall mean February 28, 2017. "NYSE" shall

mean the New York Stock Exchange.



          "Person" shall mean any individual, firm, corporation or other entity,

and shall include any successor (by merger or otherwise) of such entity.



          "Post-event Transferee" shall have the meaning set forth in Section

7(e) hereof.



          "Preferred Shares" shall mean shares of Series A Participating

Preferred Stock, $0.01 par value, of the Company.



          "Pre-event Transferee" shall have the meaning set forth in Section

7(e) hereof.



          "Principal Party" shall have the meaning set forth in Section 13(b)

hereof.



          "Record Date" shall have the meaning set forth in the recitals at the

beginning of this Rights Agreement.



          "Redemption Date" shall have the meaning set forth in Section 23(a)

hereof.



          "Redemption Price" shall have the meaning set forth in Section 23(a)

hereof.



          "Rights Agent" shall mean Mellon Investor Services LLC, or its

successor or replacement as provided in Sections 19 and 21 hereof.



          "Rights Certificate" shall mean a certificate substantially in the

form attached hereto as Exhibit B.



          "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in

Section 11(a)(iii) hereof.



          "Section 13 Event" shall mean any event described in clause (i), (ii)

or (iii) of Section 13(a)

hereof.



          "Securities Act" shall mean the Securities Act of 1933, as amended.



          "Shares Acquisition Date" shall mean the first date of public

announcement (which, for purposes of this definition, shall include, without

limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by

the Company or an Acquiring Person that an Acquiring Person has become such;

provided that, if such Person is determined not to have become an Acquiring

Person as defined herein, then no Shares Acquisition Date shall be deemed to

have occurred.



          "Spread" shall have the meaning set forth in Section 11(a)(iii)

hereof.



          "Subsidiary" of any Person shall mean any corporation or other entity

of which an amount of voting securities sufficient to elect a majority of the

directors or Persons having similar authority of such corporation or other

entity is beneficially owned, directly or indirectly, by such Person, or any

corporation or other entity otherwise controlled by such Person.



          "Substitution Period" shall have the meaning set forth in Section

11(a)(iii) hereof.



          "Summary of Rights" shall mean a summary of this Agreement

substantially in the form attached hereto as Exhibit C.



          "Total Exercise Price" shall have the meaning set forth in Section

4(a) hereof.



          "Trading Day" shall mean a day on which the principal national

securities exchange on which a referenced security is listed or admitted to

trading is open for the transaction of business or, if a referenced security is

not listed or admitted to trading on any national securities exchange, a

Business Day.



          "Triggering Event" shall be deemed to have occurred upon any Person,

becoming an Acquiring Person.



     2. Appointment of Rights Agent. The Company hereby appoints the Rights

Agent to act as agent for the Company in accordance with the terms and

conditions hereof, and the Rights Agent hereby accepts such appointment. The

Company may from time to time appoint such co-Rights Agents as it may deem

necessary or desirable upon ten (10) days' prior written notice to the Rights

Agent. The Rights Agent shall have no duty to supervise, and shall in no event

be liable for, the acts or omissions of any such Co-Rights Agent.



     3. Issuance of Rights Certificates.

        --------------------------------



          (a) Until the Distribution Date, (i) the Rights will be evidenced

(subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates

for shares of Common Stock registered in the names of the holders thereof (which

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