Non Qualified 401(k) Plan



 






EXHIBIT 10.2




THE ROYAL CARIBBEAN CRUISES LTD. ET AL



NONQUALIFIED 401(k) PLAN




AMENDED AND RESTATED THROUGH DECEMBER 6, 2005





 









 








THE ROYAL CARIBBEAN CRUISES LTD ET AL

NONQUALIFIED 401(K) PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	Article	 	Page
	 
	1. PURPOSE
	 	 	1	 
	 
	 	 	 	 
	2. DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	2.1 Affiliated Company
	 	 	2	 
	2.2 Beneficiary
	 	 	2	 
	2.3 Board
	 	 	2	 
	2.4 Bonus
	 	 	2	 
	2.5 Bonus Deferral
	 	 	2	 
	2.6 Code
	 	 	2	 
	2.7 Company
	 	 	2	 
	2.8 Effective Date
	 	 	2	 
	2.9 Eligible Earnings
	 	 	2	 
	2.10 Eligible Employee
	 	 	2	 
	2.11 Employee
	 	 	2	 
	2.12 Employee Deferral Contributions
	 	 	2	 
	2.13 Employer
	 	 	3	 
	2.14 ERISA
	 	 	3	 
	2.15 Participant
	 	 	3	 
	2.16 Participant Account
	 	 	3	 
	2.17 Plan
	 	 	3	 
	2.18 Plan Year
	 	 	3	 
	2.19 Termination of Employment
	 	 	3	 
	2.20 Valuation Date
	 	 	3	 
	 
	 	 	 	 
	3. ELIGIBILITY TO PARTICIPATE
	 	 	4	 
	 
	 	 	 	 
	3.1 Determination of Eligible Employee Status
	 	 	4	 
	3.2 Commencement of Participation
	 	 	4	 
	3.3 Cessation of Participation
	 	 	5	 
	 
	 	 	 	 
	4. EMPLOYEE DEFERRALS
	 	 	6	 
	 
	 	 	 	 
	4.1 Employee Deferral Contributions
	 	 	6	 
	4.2 Changes in Contributions
	 	 	6	 
	4.3 Suspension of Contributions
	 	 	6	 
	4.4 Bonus Deferrals
	 	 	6	 
	4.5 Vesting of Employee Deferral Contributions and Bonus Deferrals
	 	 	6	 
	 
	 	 	 	 
	5. INVESTMENTS AND PARTICIPANT ACCOUNTS
	 	 	7	 
	 
	 	 	 	 
	5.1 Establishment of Accounts
	 	 	7	 
	5.2 Obligation of the Company
	 	 	7	 
	5.3 Establishment of Investment Funds
	 	 	7	 






 









 




THE ROYAL CARIBBEAN CRUISES LTD ET AL

NONQUALIFIED 401(K) PLAN




TABLE OF CONTENTS





	 	 	 	 	 
	Article	 	Page
	 
	5.4 Crediting Investment Results
	 	 	7	 
	 
	 	 	 	 
	6. DISTRIBUTIONS
	 	 	9	 
	 
	 	 	 	 
	6.1 Form and Timing of Distribution
	 	 	9	 
	6.2 Distribution after Death
	 	 	10	 
	6.3 Distribution Due to Severe Financial Hardship
	 	 	10	 
	6.4 Early Distribution
	 	 	10	 
	 
	 	 	 	 
	7. ADMINISTRATION
	 	 	11	 
	 
	 	 	 	 
	7.1 Administration
	 	 	11	 
	7.2 Plan Expenses
	 	 	11	 
	7.3 Liability
	 	 	11	 
	7.4 Claims Procedure
	 	 	11	 
	7.5 Claims Review Procedure
	 	 	11	 
	7.6 Notices
	 	 	11	 
	 
	 	 	 	 
	8. AMENDMENT AND TERMINATION
	 	 	12	 
	 
	 	 	 	 
	8.1 Plan Amendment
	 	 	12	 
	8.2 Termination of the Plan
	 	 	12	 
	 
	 	 	 	 
	9. GENERAL PROVISIONS
	 	 	13	 
	 
	 	 	 	 
	9.1 Non-Alienation of Benefits
	 	 	13	 
	9.2 Adoption by Affiliated Company
	 	 	13	 
	9.3 Withdrawal
	 	 	13	 
	9.4 Limitation of Rights
	 	 	13	 
	9.5 Participant’s Rights Unsecured
	 	 	13	 
	9.6 Withholding
	 	 	13	 
	9.7 Severability
	 	 	14	 
	9.8 Controlling Law
	 	 	14	 
	 
	 	 	 	 
	SIGNATURE
	 	 	14	 






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THE ROYAL CARIBBEAN CRUISES LTD. et al.

NONQUALIFIED 401(K) PLAN

AMENDED AND RESTATED THROUGH DECEMBER 6, 2005




ARTICLE 1. PURPOSE




     Royal Caribbean Cruises Ltd. has established The Royal Caribbean Cruises Ltd. et al.
Nonqualified 401(k) Plan, effective January 1, 1998. This amended Plan document contains
amendments through December 6, 2005. The Royal Caribbean Cruises Ltd. et al. Nonqualified 401(k)
Plan is a nonqualified deferred compensation plan for a select group of management or highly
compensated employees of Royal Caribbean Cruises Ltd. and its participating subsidiaries and
affiliated companies as a means of sheltering a portion of an eligible individual’s income from
current taxation while accumulating resources for future investments.



     With respect to amounts deferred hereunder that are subject to Section 409A of the Internal
Revenue Code of 1986, as amended and any regulations and other official guidance (the “Code”)
(generally, amounts deferred on and after January 1, 2005), applicable provision of the Plan
document shall be interpreted to permit the deferral of compensation in accordance with Code
Section 409A, and any provision that would conflict with such requirements shall not be valid or
enforceable. In addition, with respect to amounts deferred hereunder that are not subject to
Section 409A (generally, amounts deferred before January 1, 2005) (“grandfathered funds”), it is
intended that the rules applicable under the Plan as of December 31, 2004, and not Code Section
409A and related official guidance, shall apply with respect to such grandfathered funds.



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ARTICLE 2. DEFINITIONS




     For the purpose of this Plan the following terms shall have the meanings as set forth below
unless the context requires otherwise:



     2.1 Affiliated Company means (a) a member with an Employer of a controlled group of
corporations, (b) an unincorporated trade or business which is under common control with an
Employer as determined in accordance with Section 414(c) of the Code, or (c) a member with an
Employer of an affiliated service group, as defined in Section 414(m) of the Code. A corporation
or an unincorporated trade or business shall not be considered an Affiliated Company during any
period it does not satisfy clause (a), (b), or (c) of this definition. For purposes of this
definition, a “controlled group of corporations” is a controlled group of corporations as defined
in Section 414(b) of the Code.



     2.2 Beneficiary means the person, persons, trust or other entity a Participant designates by
written revocable designation filed with the Company to receive payments in the event of his or her
death.



     2.3 Board means the Board of Directors of the Company or a committee thereof.



     2.4 Bonus means any discretionary cash bonuses paid for services with an Employer.



     2.5 Bonus Deferral means the Bonus deferral contributions made at the direction of a
Participant by his or her Employer pursuant to Section 4.4



     2.6 Code means the Internal Revenue Code of 1986, as amended from time to time.



     2.7 Company means Royal Caribbean Cruises Ltd. et al and any successor thereto.



     2.8 Effective Date means, with respect to the original Plan document, January 1, 1998, and
with respect to this restated version of the Plan, January 1, 2003.



     2.9 Eligible Earnings shall, for purposes of a Participant’s Employee Deferral Contributions,
consist of the Participant’s regular base wages or salary, tips and other cash compensation (other
than Bonuses) by the Employer for a Plan Year reported on Form W-2 plus the amounts deferred for
the Plan Year by the Participant under Section 4.1.



     2.10 Eligible Employee means any Employee of an Employer who is member of a select group of
management or highly compensated employees who has the position of director level employee or above
and who is employed in the United States.



     2.11 Employee means a common law employee of the Company or an Affiliated Company.



     2.12 Employee Deferral Contributions means the salary reduction contributions made at the
direction of a Participant by his or her Employer pursuant to Section 4.1.



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     2.13 Employer means the Company or any other Affiliated Company which has adopted this Plan
under Section 9.2.



     2.14 ERISA means the Employee Retirement Income Security Act of 1974, as amended.



     2.15 Participant means an Eligible Employee who satisfies the participation requirements under
Article 3.



     2.16 Participant Account means a separate account established and maintained by the Company in
accordance with the terms of the Plan in the name of each Participant consisting of the amounts set
forth in Section 5.1.



     2.17 Plan means the Royal Caribbean Cruises Ltd. et al Nonqualified 401(k) Plan, the Plan set
forth herein, as amended from time to time.



     2.18 Plan Year means a 12-consecutive month period commencing January 1st and ending on the
following December 31st.



     2.19 Termination of Employment means a Participant’s termination of employment with his or her
Employer and any Affiliated Company, whether voluntary or involuntary, for any reason.



     2.20 Valuation Date means any day on which the New York Stock Exchange or any successor to its
business is open for trading, or such other date as may be designated by the Company.



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ARTICLE 3. ELIGIBILITY TO PARTICIPATE




     3.1 Determination of Eligible Employee Status: Upon adoption of the Plan, the Company will
notify those Employees who it determines are Eligible Employees. Thereafter, except as otherwise
provided in Section 3.2, prior to each calendar quarter, the Company will notify those Employees
who it determines to have become Eligible Employees for the first time at the beginning of such
calendar quarter. An Employee who is determined to be an Eligible Employee shall thereafter be
eligible to become a Participant in accordance with Section 3.2.



     3.2 Commencement of Participation: Each Eligible Employee shall be provided an opportunity to
designate the percentage of his or her Eligible Earnings to be deferred under Section 4.1 and to
irrevocably designate the percentage or dollar amount of his or her annual Bonus to be deferred
under Section 4.4. Any such Eligible Employee who makes such a designation in the first calendar
quarter of 1998 shall become a Participant on the first day of the first payroll period that
commences in the second calendar quarter of 1998 provided the Eligible Employee is employed as of
such date. Thereafter through December 31, 2004, any such Eligible Employee who (i) makes such a
designation and (ii) has completed 90 days of employment shall become a Participant on the first
day of the month following the month in which such requirements are met, provided the Eligible
Employee is employed as of such date.



     Effective on and after January 1, 2005, in the first year in which a Eligible Employee becomes
eligible to participate in the Plan, the Eligible Employee may make a deferral election with
respect to compensation for services to be performed subsequent to the election provided the
election is made within 30 days after the date the Eligible Employee becomes eligible to
participate. In the case of all other Eligible Employees, including any new Eligible Employee who
fails to make an election within the 30-day period described above, deferral elections must be made
no later than December 31 (or such other date designated by the Company) of the year before the
year the services related to the deferral election are to be performed.



     Notwithstanding the foregoing provisions of Sections 3.1 and 3.2, effective January 1, 2000,
if the Company determines that an Employee is an Eligible Employee hereunder after such Employee
has ceased to be an eligible employee under the Royal Caribbean Cruises Ltd. 401(k) Plan, such
Eligible Employee may become a Participant in this Plan in accordance with the deferral election
provisions of the preceding paragraph.



     Any such designation under this Section 3.2 must be made in the manner authorized by the
Company and must be accompanied by:




(a) an authorization for the Eligible Employee’s Employer to make regular payroll
deductions to cover the amount of such deferrals elected pursuant to Section 4.1;




(b) an irrevocable authorization to defer receipt of a percentage or a dollar amount
of future Bonus amounts as elected under Section 4.4;




(c) an investment election with respect to any Employee Deferral Contributions and
Bonus Deferrals;



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(d) a designation of Beneficiary; and




(e) a designation as to the form and timing of the distribution of his or her
Participant Account.



     3.3 Cessation of Participation: A Participant shall cease to be an active Participant on the
earliest of:




(a) the date on which the Plan terminates, or




(b) the date on which he or she ceases to be an Eligible Employee.


A former active Participant will be deemed a Participant for all purposes except with respect to
the right to make contributions, as long as he or she retains a Participant Account.




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ARTICLE 4. EMPLOYEE DEFERRALS




     4.1 Employee Deferral Contributions: Each Participant may authorize the Employer by which he
or she is employed, in the manner described in Section 3.2, to have an Employee Deferral
Contribution made on his or her behalf. Such election shall apply to the Participant’s Eligible
Earnings attributable to services performed during the designated period covered by the election,
as provided in Section 3.2. Such Employee Deferral Contribution shall be a stated whole percentage
of the Participant’s Eligible Earnings, equal to not less than 2% nor more than 20%, as designated
by the Participant. The percentage of Eligible Earnings designated by a Participant to measure the
Employee Deferral Contributions to be made on the Participant’s behalf shall remain in effect,
notwithstanding any change in his or her Eligible Earnings, until he or she elects to change or
suspend such percentage in accordance with Section 4.2 or Section 4.3, below.



     4.2 Changes in Contributions: A Participant may change his or her contribution percentage
election under Section 4.1 at any time by applying to make such change in the manner prescribed by
the Company. Prior to January 1, 2005, any such change shall become effective as of the first full
payroll period that begins coincident with or immediately following the first day of the calendar
quarter following the date the Participant applies to make such change. On and after January 1,
2005, any such change shall become effective no earlier than the first day of the year following
the date on which the Participant applies to make such change.



     4.3 Suspension of Contributions: A Participant may suspend his or her Employee Deferral
Contributions at any time by applying for a suspension in writing to the Company. Prior to January
1, 2005, any such suspension shall become effective as soon as administratively practicable
following the date the Participant applies for the suspension. On and after January 1, 2005, any
such suspension request shall not become effective before the first day of the year following the
date the Participant applies for the suspension. A Participant whose Employee Deferral
Contributions have been suspended under this section may resume having Employee Deferral
Contributions made on his or her behalf by applying to change his or her contribution percentage
election in accordance with Section 4.2.



     4.4 Bonus Deferrals: Notwithstanding deferrals made under Section 4.1, and except as provided
below with regard to performance-based bonuses, by December 31 of each year, each Participant may
authorize, in writing to the Company, to defer all or a portion of his or her Bonus that would
otherwise be payable for services performed in the twelve-month period beginning on the January 1
immediately following such December 31. In the case of any bonus that is designated by the Company
as a performance-based Bonus and which qualifies as performance-based compensation under Code
Section 409A and related official guidance, a Participant’s deferral election with respect to all
or a portion of his or her Bonus must be made, in writing to the Company, no later than the date
that is six months before the end of the performance period (which performance period shall be not
less than 12 months) or such other date designated by the Company.



     4.5 Vesting of Employee Deferral Contributions and Bonus Deferrals: A Participant’s
Employee Deferral Contributions and earnings thereon, and a Participant’s Bonus Deferral
amounts and earnings thereon, shall be fully vested and nonforfeitable at all times.



6









 





ARTICLE 5. INVESTMENTS AND PARTICIPANT ACCOUNTS




     5.1 Establishment of Accounts: The Company shall establish the following subaccounts under
each Participant Account and the Company shall contribute amounts deferred under Sections 4.1 and
4.4 into such subaccounts:




(a) an Employee Deferral Contributions Subaccount to which shall be credited the
Participant’s Employee Deferral Contributions and any earnings and losses credited
thereto; and




(b) a Bonus Deferral Subaccount to which shall be credited the Participant’s Bonus
Deferrals and any earnings and losses credited thereto.


Each Participant shall receive a quarterly statement reflecting his or her Participant Account
balance.




     5.2 Obligation of the Company: Individual benefits under the Plan are payable as they become
due solely from assets allocated to individual Plan accounts in a rabbi trust or from the general
assets of the Company. To the extent a Participant or any person acquires a right to receive
payments from the Company under this Plan, such right shall be no greater than the right of any
unsecured creditor of the Company. Neither this Plan nor any action taken pursuant to the terms of
this Plan shall be considered to create a fiduciary relationship between the Company and the
Participants or any other persons or to require the establishment of a trust in which the assets
are beyond the claims of any unsecured creditor of the Company.



     5.3 Establishment of Investment Funds: The Company will establish one or more Investment Funds
which will be maintained for the purpose of determining the investment return to be credited to
each Participant’s Account. The Company may change the number, identity or composition of the
Investment Funds from time to time. Each Participant will indicate the Investment Funds based on
which amounts allocated in accordance with Articles 4 and 5 are to be adjusted. Each Participant’s
Account will be increased or decreased by the net amount of investment earnings or losses that it
would have achieved had it actually been invested in the deemed investments. The Company is not
required to purchase or hold any of the deemed investments. Investment Fund elections must be made
in a minimum of 1% increments and in such manner as the Company will specify. A Participant may
change his or her Investment Fund election periodically by completing a revised Participant
Election Form and delivering it to the Vice President of Human Resources. Any such change shall
become effective as of the first business day coincident with or immediately following the date the
Participant applies to make such change. As the Participant’s Account increases, the investment of
such amounts shall remain invested in the deemed investment previously designated until the
Participant requests a change in accordance with this Section or the Company no longer includes
that deemed investment as one of the available Investment Funds. If a Participant fails to make an
Investment Fund election, the amount in the Participant’s Account will be deemed to have been
invested in a money market fund or any other fund as determined by the Company.



     5.4 Crediting Investment Results: No less frequently than as of each Valuation Date, each
Participant Account will be increased or decreased to reflect investment results. Each



7









 




Participant Account will be credited with the investment return of the Investment Funds in which the
Participant elected to be deemed to participate. The credited investment return is intended to
reflect the actual performance of the Investment Funds net of any applicable investment management
fees or administrative expenses determined by the Company. Notwithstanding the above, the amount
of any payment of Plan benefits pursuant to Article 6 or upon Plan termination shall be determined
as of the Valuation Date preceding the date of payment.





8









 








ARTICLE 6. DISTRIBUTIONS




     6.1 Form and Timing of Distribution: Each Participant shall elect the form and timing of the
distribution with respect to his or her Participant Account in the manner authorized by the
Company.




(a) Form of Payment: The Participant’s election shall indicate the form of
distribution of his or her entire Participant Account in a lump sum or in monthly
installments as selected by the Participant.




(b) Time of Payment: The Participant’s election shall indicate that payment shall
be made (in the case of a lump sum election) or shall commence (in the case of an
installment election):




(1) as soon as administratively practicable following the Participant’s
Termination of Employment which shall in no event exceed 21 days beyond such
Termination of Employment;




(2) as soon as administratively practicable following the calendar year of
the Participant’s Termination of Employment which shall in no event exceed
21 days beyond the end of such calendar year;




(3) in the month following the Participant’s attainment of age 65, provided
that the Participant is no longer employed as of such date; or




(4) in a specific month and year.




Notwithstanding the foregoing, if a Participant elects his or her distribution to be made or
commenced in accordance with paragraph 3 above, and such date falls before the Participant’s
Termination of Employment, the Participant’s distribution shall be made or commenced in
accordance with paragraph 1 above. Further, if a Participant elects his or her distribution
to be made or commenced in accordance with paragraph 4 above, and such date falls before the
Participant’s Termination of Employment, the Participant must complete new designations and
authorizations pursuant to Section 3.2 in order to continue making Employee Deferral
Contributions and/or Bonus Deferrals.




Notwithstanding anything herein to the contrary, and solely with respect to funds that are
subject to Code Section 409A (generally, amounts deferred on and after January 1, 2005),
payment shall not be made or commence to any Participant who is a key employee (defined
below) as a result of the Participant’s Termination of Employment before the date that is
not less than six months after the date of Termination of Employment (or, if earlier, the
date of death of the Participant). For this purpose, a key employee is a “key employee” as
defined in Code Section 416(i).


Notwithstanding the foregoing, a Participant may change his or her form and timing election
applicable to the distribution of his or her Participant Account, provided that such request for
change is made (i) at least twelve (12) consecutive months prior to the date on which such
distribution would otherwise have been made or commenced, (ii) at least twelve (12) consecutive





9









 







months prior to the date on which such distribution will be made or commence, and (iii) solely with
respect to amounts deferred under the Plan which are subject to Code Section 409A (generally,
amounts deferred on and after January 1, 2005), such that the payment with respect to an amended
distribution election is deferred for a period of not less than 5 years from the date such payment
would otherwise have been paid (or, in the case of installment payments, 5 years from the date the
first amount was scheduled to be paid).




     6.2 Distribution after Death: Notwithstanding the foregoing, if a Participant dies prior to
receiving the entire amounts in his or her Participant Account, the remaining amounts shall be paid
in a lump sum to the Participant’s Beneficiary designated by the Participant as soon as practicable
following the Participant’s death. The amount of any such distribution shall be determined as of
the most recent Valuation Date preceding the month in which the Company is notified of the
Participant’s death.



     6.3 Distribution Due to Severe Financial Hardship: Notwithstanding the foregoing,
distributions hereunder may commence if the Company determines, based upon uniform, established
standards, that the Participant has: (a) suffered a severe financial hardship, and (b) exhausted
all other financial resources that are reasonably available to such Participant. Upon such
determination, the Participant will receive an amount necessary to satisfy the severe financial
hardship but in no event will the Participant receive less than $500, nor more than the total of
all deferrals made by the Participant, plus interest credited to the Participant’s Account as of
the date of the distribution. The Company shall determine the Investment Fund or Funds under
Section 5.3 from which the amount necessary to satisfy the severe financial hardship shall be
distributed. In the event of a finding of a hardship, the Company may limit the Participant’s
current Bonus Deferral.



     With respect to amounts deferred hereunder which are subject to Code Section 409A (generally,
amounts deferred on and after January 1, 2005), distributions due to severe financial hardship
shall be made solely in accordance with the provisions of Code Section 409A and related official
guidance.



     6.4 Early Distribution: Notwithstanding any other provision of the Plan, including Sections
6.1 and 6.3, and effective solely with respect to amounts deferred under the Plan prior to January
1, 2005 and not otherwise subject to Code Section 409A, a Participant at any time may make a
written request to the Company to immediately receive a lump sum distribution equal to ninety
percent (90%) of the entire applicable vested portion of his or her Participant Account. The
remaining applicable balance of his or her Participant Account from which a payment has been made
pursuant to this Section 6.4 shall be forfeited by the Participant. The amount payable under this
section shall be paid within twenty-one (21) days following receipt of written notice by the
Company.



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ARTICLE 7. ADMINISTRATION




     7.1 Administration: The Plan shall be administered by the Company. The Company shall have the
full and exclusive discretionary authority to administer the Plan, and any responsibilities and
duties under this Plan which are not specifically delegated to anyone else. Responsibility for
determining the eligibility of Employees and establishing the requirements for participation shall
be vested in the Company, which shall be responsible for any interpretation of the Plan that may be
required. Notwithstanding the foregoing, the Company may delegate any of its administrative duties
as necessary.



     7.2 Plan Expenses: The expenses of administering the Plan shall be borne by the Company.



     7.3 Liability: The Company shall not be liable to any person for any action taken or omitted
in connection with the administration of this Plan unless attributable to the fraud or willful
misconduct on the part of a director, officer or agent of the Company.



     7.4 Claims Procedure: Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present the request in writing to
the Company’s Vice President of Human Resources, who shall respond in writing as soon as
practicable. If the claim or request is denied, the written notice of denial shall state:




(a) The reasons for denial, with specific reference to the Plan provisions on which
the denial is based.




(b) A description of any additional material or information required and an
explanation of why it is necessary.




(c) An explanation of the Plan’s claim review procedure.



     7.5 Claims Review Procedure: Any person whose claim or request is denied or who has not
received a response within 30 calendar days may request review by notice given in writing to the
Company’s Vice President of Human Resources. The claim or request shall be reviewed by the
Company’s Vice President of Human Resources, who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.



     The decision on review shall normally be made within 60 calendar days. If an extension of
time is required for a hearing or other special circumstances, the claimant shall be notified and
the time limit shall be 120 calendar days. The decision shall be in writing and shall state the
reasons and the relevant Plan provisions. All decisions on review shall be final and binding on
all parties concerned.



     7.6 Notices: Any notices, designations or other communications to be given to the Company or
an Employer by any Eligible Employee,
Participant or Beneficiary shall only be effective if delivered to the Company’s Vice
President of Human Resources.



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ARTICLE 8. AMENDMENT AND TERMINATION




     8.1 Plan Amendment: The Plan may be amended or otherwise modified by the Board, in whole or in
part, provided that no amendment or modification shall divest any Participant of any amount
previously credited to his or her Participant Account under Article 4 or of the amount and method
of crediting earnings to such Participant Account under Article 5 of the Plan as of the date of
such amendment. Notwithstanding anything herein to the contrary, in no event shall any amendment
be made in a manner that is inconsistent with the requirements to avoid adverse federal tax
consequences under Section 409A of the Code.



     8.2 Termination of the Plan: The Board reserves the right to terminate the Plan at any time in
whole or in part. In the event of any such termination, the Company shall pay a benefit to the
Participant or the Beneficiary of any deceased Participant, in lieu of other benefits hereunder,
equal to the value of the Participant’s Account in the form and at the benefit commencement date
elected by the Participant pursuant to Article 6 of the Plan. Earnings shall continue to be
allocated under Article 5 of the Plan after the termination of the Plan until the Participant’s
benefits have been paid in full notwithstanding the termination of the Plan.
Notwithstanding anything herein to the contrary, in no event shall any termination be made in a
manner that is inconsistent with the requirements to avoid adverse federal tax consequences under
Section 409A of the Code.



12









 





ARTICLE 9. GENERAL PROVISIONS




     9.1 Non-Alienation of Benefits: No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such
action shall be void for all purposes of the Plan. No benefit shall in any manner be subject to
the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to
attachments or other legal process for or against any person, except to such extent as may be
required by law.



     9.2 Adoption by Affiliated Company: Any Affiliated Company, whether or not presently
existing, may, with the written approval of the Board, adopt this Plan by proper corporate action.



     9.3 Withdrawal: Any Employer may at any time withdraw from the Plan upon giving the Board at
least 30 calendar days written notice of its intention to withdraw. The Board in its discretion
may require, in writing, that an Employer withdraw from the Plan.



     9.4 Limitation of Rights: Neither the establishment of this Plan, nor any modification
thereof, nor the creation of an account, nor the payment of any benefits shall be construed as
giving




(a) any Participant, Beneficiary, or any other person whomsoever, any legal or
equitable right against the Company or an Employer unless such right shall be
specifically provided for in the Plan or conferred by affirmative action of the
Administrator in accordance with the terms and provisions of the Plan; or




(b) any Participant, or other person whomsoever, the right to be retained in the
service of the Company or an Employer, and all Participants and other Employees
shall remain subject to termination to the same extent as if the Plan had never been
adopted.



     9.5 Participant’s Rights Unsecured: The right of any Participant or Beneficiary to receive
payment under the provisions of the Plan shall be as an unsecured claim against Employer, as the
case may be, and no provisions contained in the Plan shall be construed to give any Participant or
Beneficiary at any time a security interest in the Participant’s Account or any asset of the
Company or an Employer. The liabilities of the Company or an Employer to any Participant or
Beneficiary pursuant to the Plan shall be those of a debtor pursuant to such contractual
obligations as are created by the Plan. Accounts, if any, which may be set aside by the Company or
an Employer for accounting purposes shall not in any way be held in trust for, or to be subject to
the claims of a Participant or Beneficiary.



     9.6 Withholding: There shall be deducted from all payments under this Plan the amount of any
taxes required to be withheld by any Federal, state or local government. The Participants and
their Beneficiaries, distributees, and personal
representatives will bear any and all Federal, foreign, state, local or other income or other
taxes imposed on amounts paid under this Plan.



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     9.7 Severability: Should any provision of the Plan or any regulations adopted thereunder be
deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the
other provisions or regulations unless such invalidity shall render impossible or impractical the
functioning of the Plan and, in such case, the appropriate parties shall adopt a new provision or
regulation to take the place of the one held illegal or invalid.



     9.8 Controlling Law: The Plan shall be governed by the laws of the State of Florida, except
to the extent preempted by ERISA and any other law of the United States.



SIGNATURE




     IN WITNESS WHEREOF, an officer of the Company hereby executes this Plan, as Amended and
Restated through December 6, 2005, as of the 6th day of December 2005.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ROYAL CARIBBEAN CRUISES LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	/s/ BRADLEY H. STEIN
	 	 	 	By:
	 	/s/ THOMAS F. MURRILL	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Bradley H. Stein
	 	 	 	 	 	Thomas F. Murrill	 	 
	 

	 	Assistant Secretary
	 	 	 	 	 	Vice President and	 	 
	 

	 	 	 	 	 	 	 	Chief Human Resources Officer	 	 







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