THE ROYAL CARIBBEAN CRUISES LTD. ET AL BOARD OF DIRECTORS NONQUALIFIED DEFERRED COMPENSATION PLAN

EXHIBIT 10.4

THE ROYAL CARIBBEAN CRUISES LTD. ET AL

AMENDED AND RESTATED THROUGH DECEMBER 6, 2005

THE ROYAL CARIBBEAN CRUISES LTD ET AL
BOARD OF DIRECTORS
NONQUALIFIED DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

THE ROYAL CARIBBEAN CRUISES LTD ET AL
BOARD OF DIRECTORS
NONQUALIFIED DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

THE ROYAL CARIBBEAN CRUISES LTD. et al.
BOARD OF DIRECTORS
NONQUALIFIED DEFERRED COMPENSATION PLAN

AMENDED AND RESTATED THROUGH DECEMBER 6, 2005

ARTICLE 1. PURPOSE

     Royal Caribbean Cruises Ltd. has established The Royal Caribbean Cruises Ltd. et al. Board of Directors Nonqualified 401(k) Plan, effective July 1, 2003. The Royal Caribbean Cruises Ltd. et al. Board of Directors Nonqualified Deferred Compensation Plan is a nonqualified deferred compensation plan for the members of the Board of Directors of Royal Caribbean Cruises Ltd. as a means of deferring a portion of an eligible individual’s current income and to accumulate 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.

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 Annual Retainer means cash compensation payable to Board members for service on the Board and on Board committees.

      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.

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

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

      2.6 Effective Date means July 1, 2003.

      2.7 Eligible Earnings shall, for purposes of a Participant’s Deferral Contributions, consist of the Participant’s Annual Retainer and Meeting Fees.

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

      2.9 Meeting Fees means cash compensation payable to Board members for attendance at Board meetings and at Board committee meetings.

      2.10 Participant means any non-employee Board member who elects to participate in the Plan.

      2.11 Participant Deferral Contributions means the deferred contributions made at the direction of a Participant by the Company pursuant to Section 4.1.

      2.12 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.

      2.13 Plan means the Royal Caribbean Cruises Ltd. et al Board of Directors Nonqualified Deferred Compensation Plan, the Plan set forth herein, as amended from time to time.

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

      2.15 Termination of Service means a Participant’s termination of service on the Board.

      2.16 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.

ARTICLE 3. ELIGIBILITY TO PARTICIPATE

      3.1 Determination of Participant Status: Upon adoption of the Plan, the Company will notify the Board of their eligibility to participate in the Plan. Thereafter, except as otherwise provided in Section 3.2, prior to each calendar quarter, the Company will notify those new members of the Board of their eligibility to participate.

      3.2 Commencement of Participation: Each Participant shall be provided an opportunity to designate the percentage of his or her Eligible Earnings to be deferred under Section 4.1. Any Participant who makes such a designation in the second calendar quarter of 2003 shall become a Participant on the first day of the following month, with respect to Eligible Earnings earned on or after the Effective Date only, provided the Eligible Participant is a member of the Board as of such date. Thereafter through December 31, 2004, any such Participant who makes such a designation shall become a Participant on the first day of the following calendar month. Effective on and after January 1, 2005, in the case of the first year in which a Board member becomes eligible to participate in the Plan, the Board member may make a deferral election with respect to services to be performed subsequent to the election provided the election is made within 30 days after the date the Board member becomes eligible to participate. In the case of all other Board members, including any newly eligible Board member 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 prior date designated by the Company) of the year before the year the services related to the deferral election are to be performed.

     Any such designation must be made in the manner authorized by the Company and must be accompanied by:

(a) an authorization by the Participant for the Company to make deductions to cover the amount of such deferrals elected pursuant to Section 4.1;

(b) an investment election with respect to any Participant Deferral Contributions;

(c) a designation of Beneficiary; and

(d) 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 a Participant on the earliest of:

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

(b) the date on which he or she receives a complete distribution of his or her Participant Account.

ARTICLE 4. PARTICIPANT DEFERRALS

      4.1 Participant Deferral Contributions: Each Participant may authorize the Company, in the manner described in Section 3.2, to have a Participant 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 Participant Deferral Contribution shall be a stated whole percentage of the Participant’s Eligible Earnings, equal to not less than 10% nor more than 100%, as designated by the Participant. The percentage of Eligible Earnings designated by a Participant to measure the Participant 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 by applying to make such change in the manner prescribed by the Company. Prior to January 1, 2005, any such change shall become effective no earlier than the first day of the month following the date on which 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 Participant Deferral Contributions at any time by applying for a suspension in writing to the Company. Prior to January 1, 2005, any such suspension request 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 Deferral Contributions have been suspended under this section may resume having Deferral Contributions made on his or her behalf by applying to change his or her contribution percentage election in accordance with Section 4.2.