BY-LAWS
                                       OF
                           ROYAL CARIBBEAN CRUISES LTD.
                            (a Liberian Corporation)


                                    Article I
                                     Offices

SECTION 1.01.     Registered Address

The registered address of the Corporation shall be at 80 Broad Street, Monrovia,
Liberia and its registered agent at such address shall be The LISCR Trust
Company, Monrovia, Liberia.

SECTION 1.02.     Other Offices

The Corporation may also have and maintain an office or offices at such other
places within or without the Republic of Liberia as the Board of Directors may
from time to time determine or the business of the Corporation requires.


                                   ARTICLE II
                            Meetings of Shareholders

SECTION 2.01.     Place of Meeting

All meetings of the Shareholders of the Corporation shall be held at such place
or places within or outside the Republic of Liberia as shall be designated by
the Board of Directors in the notice of such meeting.

SECTION 2.02.     Annual Meeting

The Board of Directors may fix the date, time and place of the Annual Meeting of
the Shareholders but if no such date and time is fixed by the Board of
Directors, the meeting for any calendar year shall be held on the first Thursday
in May in such year, if not a legal holiday, and if a legal holiday then on the
next succeeding business day, at 11:00 a.m. and at such meeting the Shareholders
then entitled to vote shall elect directors and shall transact such other
business as may properly be brought before the meeting.

SECTION 2.03.     Special Meetings

Special Meetings of the Shareholders of the Corporation for any purpose or
purposes for which meetings may lawfully be called, may be called at any time
for any purpose by resolution of the Board of Directors or by the Chief
Executive Officer. A Special Meeting shall be called by the Secretary at the
request of Shareholders (other than the holder of the Royal Caribbean Special
Voting Share) representing no less than ten percent (10%) of the votes entitled
to be cast at meetings of the Shareholders, without regard to any votes which
could be cast by the holder of the Royal Caribbean Special Voting Share. At any
time, upon written request of any of the foregoing persons who have duly called
a Special Meeting, which written request shall state the purpose or purposes of
the meeting, it shall be the duty of the Secretary to fix a date, place and time
for such meeting, which shall not be less than fifteen (15) nor more than sixty
(60) days after the receipt of the request unless otherwise provided by statute,
and to give due notice of such meeting. If the Secretary shall neglect or refuse
to fix the date, place or time of such meeting or to give notice thereof, the
person or persons calling the meeting may do so in accordance with the
provisions of Section 2.04 hereof. Special Meetings in default of the annual
meeting may be called as provided by statute.

SECTION 2.04.     Notice of Meetings

Written notice of all meetings of the Shareholders stating the purpose or
purposes for which the meeting is called, including whether the resolution
relates to a Joint Electorate Action or a Class Rights Action, the name of the
person or persons at whose direction the notice is being given, and the date,
time and place where it is to be held, shall be given at least fifteen (15) but
not more than sixty (60) days before such meeting, to each Shareholder of record
entitled to vote at such meeting and to each member of the Board of Directors.
Notice of a meeting need not be given to any such person who submits a signed
waiver of notice, whether before or after the meeting, or who attends the
meeting without protesting prior to the conclusion thereof of the lack of notice
to him.

SECTION 2.05      Notice with Respect to Joint Electorate Action or Class Rights
                  Action

(a) If the Corporation proposes to undertake a Joint Electorate Action or Class
Rights Action, the Corporation shall immediately give notice to P&O Princess of
the nature of the Joint Electorate Action or the Class Rights Action it proposes
to take. Unless such action is proposed to be taken at the Annual Meeting of the
Shareholders, the directors of the Corporation shall convene a Special Meeting
for the purpose of considering a resolution to approve the Joint Electorate
Action or Class Rights Action. Such meeting shall be held as close in time as
practicable with the Parallel Shareholder Meeting convened by P&O Princess for
purposes of considering such Joint Electorate Action or Class Rights Action.


                                       2

(b) The Corporation shall cooperate fully with P&O Princess in preparing
resolutions, explanatory memoranda or any other information or material required
in connection with the proposed Joint Electorate Action or Class Rights Action.

SECTION 2.06.     Quorum, Manner of Acting and Adjournment

(a) The presence in person or by proxy at any meeting of the Shareholders
holding between them shares representing no less than one-third of the votes
entitled to be cast at such meeting shall constitute a quorum for the
transaction of business at such meeting except as otherwise required by
Applicable Regulation, the Articles of Incorporation or these By-Laws. If a
quorum shall not be present or represented at any meeting of the Shareholders
within one hour of the time appointed for the meeting, the meeting shall be
adjourned ("the First Adjournment"). The Secretary of the Corporation shall then
issue a notice of the adjourned meeting stating the time and place that the
adjourned meeting shall be reconvened. The notice shall be issued within two (2)
days of the First Adjournment and no fewer than five (5) days prior to the
reconvening of the adjourned meeting and shall be given to each Shareholder of
record entitled to vote at such meeting in the same manner as is provided for in
these By-Laws for giving notice of the original meeting. The notice shall state
that the only business which may be transacted is that which might have been
transacted on the original date of the meeting. The Secretary shall also give
notice to P&O Princess as soon as possible of an adjournment and of the business
to be transacted at an adjourned meeting.

(b) If a quorum shall not be present or represented at the reconvened meeting of
the Shareholders within one hour of the time appointed for the reconvened
meeting, the meeting shall be adjourned ("the Second Adjournment"). The
Secretary of the Corporation shall then issue a notice of the adjourned meeting
stating the time and place that the adjourned meeting shall be reconvened. The
notice shall be issued within two (2) days of the Second Adjournment and no
fewer than five (5) days prior to the reconvening of the adjourned meeting and
shall be given to each Shareholder of record entitled to vote at such meeting in
the same manner as is provided for in these By-Laws for giving notice of the
original meeting. The notice shall state that the only business which may be
transacted is that which might have been transacted on the original date of the
meeting. The Secretary shall also give notice to P&O Princess as soon as
possible of such adjournment and of the business to be transacted at an
adjourned meeting. At such reconvened meeting, if a quorum comprising
Shareholders holding between them shares representing no less than one-third of
the votes entitled to be cast at such meeting (or such other quorum required by
Applicable Regulation, the Articles of Incorporation or these By-Laws) is not or
has not been present within one hour of the time for the commencement of the
adjourned meeting, the meeting shall be dissolved.

(c) When a quorum for the transaction of business is present at any meeting, a
Majority Resolution shall decide such question brought before such meeting,
unless


                                       3

the question is one upon which, by express provision of Applicable Regulation,
the Articles of Incorporation or as provided in these By-Laws, a Supermajority
Resolution is required, in which case such express provision shall govern the
decision of such question. The Shareholders present in person or by proxy at a
duly convened meeting can continue to transact business until adjournment,
notwithstanding withdrawal of Shareholders so as to leave fewer than a quorum
present.

SECTION 2.07      Quorum for Joint Electorate Actions and Class Rights Actions

(a) For purposes of determining whether a quorum exists at any meeting of the
Shareholders where a Joint Electorate Action or a Class Rights Action is to be
considered:

      (i) if the meeting of the Shareholders convenes before the Parallel
      Shareholder Meeting of P&O Princess, the Royal Caribbean Special Voting
      Share shall, at the commencement of the meeting, have no votes and
      therefore shall not be counted for purposes of determining the total
      number of shares entitled to vote at such meeting or whether a quorum
      exists at such meeting, although the Royal Caribbean Special Voting Share
      itself must be present, either in person (through a representative of the
      Royal Caribbean SVC) or by proxy;

      (ii) if the meeting of the Shareholders convenes at substantially the same
      time as or after the Parallel Shareholder Meeting of P&O Princess with
      respect to one or more Joint Electorate Actions, the Royal Caribbean
      Special Voting Share will have the maximum number of votes attached to it
      as were cast on such Joint Electorate Actions, either for, against or
      abstained, at the Parallel Shareholder Meeting of P&O Princess, and such
      maximum number of votes (including abstentions) shall constitute shares
      entitled to vote and present for purposes of determining whether a quorum
      exists at such meeting; and

      (iii) if the meeting of the Shareholders convenes at substantially the
      same time as or after the Parallel Shareholder Meeting of P&O Princess
      with respect to a Class Rights Action, the Royal Caribbean Special Voting
      Share shall, at the commencement of the meeting, have no votes and
      therefore shall not be counted for purposes of determining the total
      number of shares entitled to vote at such meeting or whether a quorum
      exists at such meeting, although the Royal Caribbean Special Voting Share
      itself must be present, either in person (through a representative of the
      Royal Caribbean SVC) or by proxy.

(b) Notwithstanding the foregoing, in order for a quorum to be validly
constituted with respect to meetings of the Shareholders convened to consider a


                                       4

Joint Electorate Action or Class Rights Action, the holder of the Royal
Caribbean Special Voting Share must be present at such meeting.

SECTION 2.08.     Organization

At every meeting of the Shareholders, the Chairman of the Board, if there be
one, or in the case of vacancy in the office or absence of the Chairman of the
Board, one of the following persons present in the order stated: the vice
chairman of the Board, if there be one or in their order of rank or seniority if
there be more than one, the Chief Executive Officer, the President, the vice
presidents in their order of rank or seniority, a chairman designated by those
members of the Board of Directors present at the meeting or a chairman chosen by
the Shareholders in the manner provided in Section 2.06 of this Article, shall
act as chairman, and the Secretary, or in his absence, an assistant secretary,
or in the absence of the Secretary and assistant secretaries, a person appointed
by the Chairman, shall act as secretary.

SECTION 2.09      Voting by Ballot

Any resolution to be considered at a meeting of the Shareholders in relation to
which the holder of the Royal Caribbean Special Voting Share is or may be
entitled to vote shall be decided by ballot. The ballot shall be kept open for
such time as to allow the Parallel Shareholder Meeting of P&O Princess to be
held and for the votes attaching to the Royal Caribbean Special Voting Share to
be calculated and cast on such ballot, although such ballot may be closed
earlier in respect of shares of other classes. The chairman of the meeting shall
direct the procedures for voting by ballot.

SECTION 2.10      Voting by Proxy

Each Shareholder entitled to vote at a meeting of the Shareholders may authorize
any person to act for him by proxy. A proxy deposited by the holder of the Royal
Caribbean Special Voting Share will be valid if it is received by or delivered
to the chairman of the meeting before the close of the ballot to which it
relates. To be valid, a proxy must comply in form and substance with all
applicable provisions of Liberian law, including, without limiting the
generality of the foregoing, the following provisions. No proxy shall be valid
after 11 months from its date, unless the proxy provides otherwise. Every proxy
shall be signed by the Shareholder or by his attorney-in-fact and filed
(together, in the case of any proxy executed by an attorney-in-fact, with a copy
of such power of attorney) with the Secretary of the Corporation. A proxy,
unless expressly stated to be irrevocable as provided in this Section, shall be
revocable at the pleasure of the Shareholder, but the revocation of a proxy
shall not be effective until notice thereof has been given to the Secretary of
the Corporation. A duly executed proxy shall be irrevocable if it is entitled
"irrevocable proxy" and states that it is irrevocable and if, and only as long
as, it is coupled with an interest sufficient to support an irrevocable power,
including any of the circumstances set forth in Section 7.6(6) of the Business
Corporation Act, and shall cease to be irrevocable upon the circumstances set
forth in


                                        5

Section 7.6(7) and (8) of the Business Corporation Act. The giving of a proxy by
any Shareholder to any other person shall not exempt such Shareholder from
compliance with any requirement of any Applicable Regulation, the Articles of
Incorporation or these By-Laws relating to the conditions under which such
shares may be voted.

SECTION 2.11.     Action by Shareholders without a Meeting

Any action which is required to be or which may be taken at any Annual or
Special Meeting of Shareholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all the Shareholders
entitled to vote with respect to the subject matter thereof.

SECTION 2.12.     Voting Lists

A list of Shareholders of record who are entitled to vote on each item of
business to be transacted, together with the number of votes which they are
entitled to vote certified by the Secretary, shall be produced at any meeting of
Shareholders upon request of any Shareholder at the meeting or prior thereto. If
the right to vote, or the number of votes which may be cast is challenged, the
inspector or inspectors of election, or person presiding thereat, shall require
the list of Shareholders to be produced as evidence of the right of the persons
challenged to vote and all persons who appear from the list to be Shareholders
entitled to vote may vote on such item at such meeting, and may cast the number
of votes which the list shows that such person may cast.

SECTION 2.13.     Inspectors of Election

(a) In advance of any meeting of Shareholders, the Board of Directors may
appoint inspectors of election, who need not be Shareholders, to act at such
meeting or any adjournment thereof. If inspectors of election are not so
appointed, the person presiding at any such meeting may, and on the request of
any Shareholder entitled to vote at the meeting and before voting begins shall,
appoint inspectors of election. The number of inspectors shall be either one or
three, as determined, in the case of inspectors appointed upon demand of a
Shareholder, by the Shareholders in the manner provided in Section 2.06 hereof,
and otherwise by the Board of Directors or the person presiding at the meeting,
as the case may be. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment made by the Board of Directors in advance
of the meeting, or at the meeting by the person presiding at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take an oath
faithfully to execute the duties of inspector at such meeting.


                                       6

(b) If inspectors of election are appointed as aforesaid, they shall determine
from the lists referred to in Section 2.12 hereof the number of shares
outstanding, the shares represented at the meeting, the existence of a quorum,
and the voting power of shares represented at the meeting, determine the
authenticity, validity and effect of proxies, receive votes or ballots, hear and
determine all challenges and questions in any way arising in connection with the
right to vote or the number of votes which may be cast, count and tabulate all
votes or ballots, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all Shareholders entitled to vote
thereat. If there be three inspectors of election, the decision, act or
certificate of a majority shall be effective in all respects as the decision,
act or certificate of all.

(c) Unless waived by vote of the Shareholders conducted in the manner provided
in Section 2.06 hereof, the inspectors shall make a report in writing of any
challenge or question or matter determined by them, and execute a sworn
certificate of any fact found by them.

SECTION 2.14      Actions for Shareholder Approval

(a) All actions to be approved by the holders of Royal Caribbean Common Shares
shall be Joint Electorate Actions, Class Rights Actions or Procedural
Resolutions.

(b) No resolution with respect to a Joint Electorate Action or a Class Rights
Action shall be approved unless the Parallel Shareholder Meeting of P&O Princess
is validly held and a vote of the holders of P&O Princess Ordinary Shares is
held on an Equivalent Resolution.

SECTION 2.15      Joint Electorate Actions

All actions put to the holders of Royal Caribbean Common Stock or P&O Princess
Ordinary Shares, except for Class Rights Actions and Procedural Resolutions,
shall constitute Joint Electorate Actions. For the avoidance of doubt, the
following actions, if put to the holders of Royal Caribbean Common Stock or P&O
Princess Ordinary Shares, shall constitute Joint Electorate Actions:

            (1) the appointment, removal or re-election of any director of the
            Corporation or P&O Princess, or both of them;

            (2) to the extent such receipt or adoption is required by applicable
            law, the receipt or adoption of the Corporation's or P&O Princess'
            financial statements, or both of them, or accounts prepared on a
            combined basis, other than any accounts in respect of the period(s)
            ended prior to the date of the Equalization Agreement;

            (3) a change of name of either the Corporation, P&O Princess, or
            both of them; and


                                       7

            (4) the appointment or removal of the auditors of the Corporation or
            P&O Princess, or both of them.

SECTION 2.16      Procedure for Approval of Joint Electorate Actions

(a) If the Corporation proposes to take any Joint Electorate Action, such action
shall require approval by Majority Resolution (or if Applicable Regulations, the
Articles of Incorporation or these By-Laws require the action to be approved by
a Supermajority Resolution, by the vote required thereby) of the holders of
Royal Caribbean Common Stock, holders of Royal Caribbean's Other Voting Shares
and the holder of the Royal Caribbean Special Voting Share, voting together as a
single class by ballot.

(b) Notwithstanding the provisions of Section 2.06, no resolution will be
approved with respect to a Joint Electorate Action unless at least one-third of
the total votes entitled to be cast by (i) the holders of Royal Caribbean Common
Shares, and (ii) the holder of the Royal Caribbean Special Voting Share
(assuming for purposes of this calculation only that all holders of issued and
outstanding P&O Princess Ordinary Shares voted at the Parallel Shareholder
Meeting of P&O Princess) are cast on the resolution proposing such Joint
Electorate Action.

(c) If P&O Princess proposes to take any Joint Electorate Action, the
Corporation shall convene a Special Meeting, unless such action is proposed for
an Annual Meeting, as close in time as practicable to such P&O Princess
shareholders meeting to consider such action and shall propose a resolution
which is an Equivalent Resolution to the proposed P&O Princess resolution with
respect to such Joint Electorate Action. Such Equivalent Resolution shall be
proposed as a Majority Resolution, unless Applicable Regulations, the Articles
of Incorporation or these By-Laws require the Joint Electorate Action to be
approved by a Supermajority Resolution.

(d) In relation to a resolution of the Corporation to approve a Joint Electorate
Action at any meeting of the Shareholders, the Royal Caribbean Special Voting
Share shall carry:

      (i) such number of votes in favor of the resolution as were cast in favor
      of the Equivalent Resolution at the Parallel Shareholder Meeting of P&O
      Princess by holders of P&O Princess Ordinary Shares and Other Voting
      Shares of P&O Princess;

      (ii) such number of votes against the resolution as were cast against the
      Equivalent Resolution at the Parallel Shareholder Meeting of P&O Princess
      by holders of P&O Princess Ordinary Shares and Other Voting Shares of P&O
      Princess; and


                                       8

      (iii) such number of abstentions as were recorded as abstentions from the
      Equivalent Resolution at the Parallel Shareholder Meeting of P&O Princess
      by holders of P&O Princess Ordinary Shares and Other Voting Shares of P&O
      Princess;

 in each case, multiplied by the Equalization Fraction in effect at the time
 such meeting of the Shareholders is held and in each case rounded up to the
 nearest whole number, such votes to be cast by the holder of the Royal
 Caribbean Special Voting Share in accordance with the above provisions.

SECTION 2.17      Class Rights Action

The following actions constitute Class Rights Actions:

      (1) the voluntary Liquidation of the Corporation and/or P&O Princess for
which the approval of shareholders of either the Corporation or P&O Princess is
required or proposed;

      (2) the sale, lease, exchange or other disposition of all or substantially
all of the assets of either the Corporation or P&O Princess;

      (3) any adjustment to the Equalization Ratio, other than in accordance
with the provisions of the Equalization Agreement;

      (4) except where specifically provided for in such agreements, any
amendment to the terms of, or termination of, the Equalization Agreement, the
Voting Agreement, the Royal Caribbean Deed Poll Guarantee or the P&O Princess
Deed Poll Guarantee (including, for the avoidance of doubt, the voluntary
termination of either Deed Poll Guarantee will always need to be approved as a
Class Rights Action);

      (5) any amendment to, removal or alteration of the effect of (which shall
include the ratification of or any breach of) any Royal Caribbean Entrenched
Provision or any P&O Princess Entrenched Provision; and

      (6) the doing of anything which the Board of Directors and the P&O
Princess Board agree (either in a particular case or generally), in their
absolute discretion, should be approved as a Class Rights Action.

Notwithstanding anything in these By-Laws to the contrary, none of the foregoing
actions may be taken by either the Corporation or P&O Princess unless it has
been approved as a Class Rights Action in accordance with Section 2.18.

SECTION 2.18      Procedure for Approval of Class Rights Actions

(a) If the Corporation proposes to take any Class Rights Action, such action
shall require approval by a Majority Resolution (or, if Applicable Regulations,
the Articles of


                                       9

Incorporation or these By-Laws require the action to be approved by a
Supermajority Resolution, by the vote required thereby) of holders of Royal
Caribbean Common Stock, holders of Other Voting Shares of Royal Caribbean, and
the holder of the Royal Caribbean Special Voting Share, voting together as a
single class by ballot.

(b) If the proposed Class Rights Action is approved by the requisite vote (as
determined in accordance with the P&O Princess Memorandum and Articles) of the
holders of P&O Princess Ordinary Shares and Other Voting Shares of P&O Princess
entitled to vote thereon at the Parallel Shareholder Meeting of P&O Princess,
the Royal Caribbean Special Voting Share shall have no votes with respect to
such proposed Class Rights Action. If the proposed Class Rights Action is not
approved by the requisite vote (as determined in accordance with the P&O
Princess Memorandum and Articles) of the holders of P&O Princess Ordinary Shares
and Other Voting Shares of P&O Princess entitled to vote thereon at the Parallel
Shareholder Meeting of P&O Princess, the Royal Caribbean Special Voting Share
shall have such number of votes as is necessary to defeat the resolution with
respect to such Class Rights Action referred to in (a) above and shall cast
these votes against the resolution.

(c) If P&O Princess proposes to take any Class Rights Action, the Corporation
shall convene a Special Meeting, unless such action is proposed for an Annual
Meeting, as close in time as practicable to the P&O Princess shareholders
meeting at which the P&O Princess resolution in respect of such Class Rights
Action is to be proposed, and shall propose an Equivalent Resolution. Such
Equivalent Resolution shall be proposed as a Majority Resolution, unless
Applicable Regulations, the Articles of Incorporation or these By-Laws require
the Class Rights Action to be approved by a Supermajority Resolution.

SECTION 2.19      Procedural Resolutions

The Royal Caribbean Special Voting Share shall have no right to vote on any
resolution of a procedural or technical nature, which does not adversely affect
the shareholders of P&O Princess in any material respect, put to the
Shareholders at a meeting ("Procedural Resolutions"), nor shall notice of such
meeting to the Shareholders be required to include reference to these matters.
The Chairman of the Board will, in his absolute discretion, determine whether a
resolution is a Procedural Resolution. Subject to the foregoing and without
limitation, to the extent that such matters require the approval of the
Shareholders, any of the following shall be Procedural Resolutions:

      (1) that certain people be allowed to attend or be excluded from attending
      the meeting;

      (2) that discussion be closed and the question put to the vote (provided
      no amendments have been raised);


                                       10

      (3) that the question under discussion not be put to the vote (where a
      shareholder feels the original motion should not be put to the meeting at
      all, if such original motion was brought during the course of that
      meeting);

      (4) to proceed with matters in an order other than that set out in the
      notice of the meeting;

      (5) to adjourn the debate (for example, to a subsequent meeting); and

      (6) to adjourn the meeting.

SECTION 2.20      Cumulative Voting

Cumulative voting for directors shall not be permitted.

SECTION 2.21.     Submission of Proposals by Shareholders

Shareholders representing not less than one-twentieth of the voting rights of
all shareholders having at the date of the requisition a right to vote at the
meeting of the Shareholders to which the resolution relates, or, no less than
100 Shareholders owning, on average, shares of Royal Caribbean Common Stock with
a nominal value of L100 (converted at the Applicable Exchange Rate, and assuming
for purposes of this calculation only that each share of Royal Caribbean Common
Stock has a par value of US$1.732), per Shareholder, may place any matter before
an Annual Meeting of Shareholders so long as notice is given to the
Corporation's Secretary at least six weeks before the meeting at which the
particular matter will be presented is to occur.


                                   ARTICLE III
                               Board of Directors

SECTION 3.01.     Powers

All powers of the Corporation, except those specifically reserved or granted to
the Shareholders by Applicable Regulation, the Articles of Incorporation or
these By-Laws, are hereby granted to and vested in the Board of Directors; all
such powers shall be exercised by or under the authority of, and the business
and affairs of the Corporation shall be managed by, the Board of Directors.

SECTION 3.02.     Number and Term of Office

(a) The Board of Directors shall consist of twelve directors.

(b) The Board of Directors shall consist of the identical individuals that
constitute the P&O Princess Board. The directors shall be divided into three
classes: Class 1, Class 2 and Class 3. Each class shall contain, or shall
contain as nearly as possible,


                                       11

one-third of the total number of directors constituting the entire Board of
Directors and, for the avoidance of doubt, the Board of Directors, in its
absolute discretion, shall determine which directors shall be designated as
directors of each class. Each class shall be identical to the corresponding
class of directors appointed under the P&O Princess Memorandum and Articles. At
every subsequent Annual Meeting following the adoption of these By-Laws, all of
the directors of one designated class shall retire from office and, provided
each such director is willing to act and has been nominated by the Board of
Directors for re-election, shall be nominated for re-election at that meeting.
Such designated class shall be the same class that is retiring from office at
the Parallel Shareholder Meeting of P&O Princess. The three separate classes are
for purposes of defining the manner in which directors shall rotate from office
and shall in no way be deemed to confer any difference of rights between the
directors.

(c) The composition of a class of directors may be varied in any way by the
Board of Directors; provided that the same change is made to the equivalent P&O
Princess class, and the change will not result in any director holding office
for more than three years since his last appointment or reappointment.

(d) In the event of any change in the number of directors, the Board of
Directors shall apportion any newly created directorships among, or reduce the
number of directorships in, such class or classes as shall equalize, as nearly
as possible, the number of directors in each class.

SECTION 3.03      Eligibility for election, Effectiveness of Appointment,
                  Reciprocal Appointment

(a) No person shall be a director of the Corporation unless they are also a
director of P&O Princess. The appointment of a person as a director of the
Corporation shall only take effect at the same time as that person's appointment
as a director of P&O Princess takes effect.

(b) If a person is appointed as a director of P&O Princess by the P&O Princess
Board in accordance with the P&O Princess Memorandum and Articles, the Board of
Directors shall also appoint that person as a director of the Corporation.

(c) Such appointed director shall be designated as a Class 1, Class 2, or Class
3 director in accordance with Section 3.02 above and, notwithstanding the
foregoing, shall also be put up for re-election at the Corporation's next Annual
Meeting unless the class to which such director is so designated is required to
rotate at that Annual Meeting, and in such case, that director may only be
re-elected if he is validly nominated for appointment as a director.

SECTION 3.04.     Vacancies


                                       12

Vacancies on the Board of Directors shall be filled by a majority of the
directors then in office, even though less than a quorum, provided that any such
person is appointed to both the Board of Directors and P&O Princess Board at the
same time. If only one director remains in office, this director shall have the
power to fill all vacancies. If there are no directors, the Secretary may call a
meeting at the request of any two shareholders of the Corporation for the
purpose of appointing one or more directors.

SECTION 3.05      Resignation of Directors

Any director of the Corporation may resign at any time by giving written notice
to the Secretary. Such director must, concurrently with his or her resignation
as director of the Corporation, also resign as director of P&O Princess. Such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein, but in all events, only concurrently with the
effectiveness of the director's resignation from the P&O Princess Board, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

SECTION 3.06.     Disqualification of Directors

A director shall be disqualified from continuing to serve on the Board of
Directors if:

      (i) he ceases to be a director by virtue of any provisions of Applicable
      Regulation, the Articles of Incorporation or these By-Laws;

      (ii) he resigns from office by giving written notice to the Corporation
      or, having been appointed for a fixed term, the term expires or his office
      as a director is vacated pursuant to Section 3.03(b); or

      (iii) he ceases to be a director of P&O Princess.

SECTION 3.07.     Organization

At every meeting of the Board of Directors, the Chairman of the Board, if there
be one, or, in the case of a vacancy in the office or absence of the Chairman of
the Board, one of the following officers present in the order stated: the vice
chairman of the Board of Directors, if there be one or in their order of rank
and seniority if more than one, the Chief Executive Officer, the President, the
vice presidents in their order of rank and seniority, or a chairman chosen by a
majority of the directors present, shall preside, and the Secretary, or, in his
absence, an assistant secretary, or in the absence of the Secretary and the
assistant secretaries, any person appointed by the chairman of the meeting shall
act as secretary.

SECTION 3.08.     Place of Meeting


                                       13

The Board of Directors may hold its meetings, both regular and special, at such
place or places within or outside the Republic of Liberia as the Board of
Directors may from time to time appoint, or as may be designated in the notice
calling the meeting.

SECTION 3.09.     Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such
time and place as shall be designated from time to time by resolution of the
Board of Directors. At such meetings, the directors may transact such business
as may properly be brought before the meeting.

SECTION 3.10.     Special Meetings

Special Meetings of the Board of Directors shall be held whenever called by the
Chairman of the Board or by two or more directors. Notice of each such meeting
shall be given to each director by telephone or in writing at least 24 hours (in
the case of notice by telephone) or 48 hours (in the case of notice by
electronic mail or facsimile) or 10 days (in the case of notice by mail) before
the time at which the meeting is to be held. Each such notice shall state the
time and place of the meeting to be so held, and shall also state the purpose or
purposes of the meeting.

SECTION 3.11.     Voting by Proxy

Each director may authorize another director to act for him by proxy at meetings
of the Board of Directors, at meetings of committees of the Board of Directors
of which he is a member and in giving a written consent in lieu of meetings of
the Board of Directors and such committees on behalf of his appointor. A proxy
to a director shall be given in an instrument in writing including a facsimile
or similar communication method and shall be produced to the first meeting at
which it is used or otherwise delivered to the Secretary of the Corporation. A
proxy shall be conclusive evidence of its validity until notice of revocation of
such proxy in writing including a facsimile or similar method of communication
has been delivered to the Secretary of the Corporation.

SECTION 3.12.     Quorum, Manner of Acting, Adjournment and Action without
                  Meeting

(a) At all meetings of the Board of Directors the presence, in person or by
proxy, of a simple majority of the total number of directors shall constitute a
quorum for the transaction of business except as may be otherwise specifically
provided by Applicable Regulation, the Articles of Incorporation or these
By-Laws. The act of a simple majority of the directors present in person or by
proxy at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by Applicable
Regulation, the Articles of Incorporation or these By-Laws. If a quorum shall
not be present at any meeting of


                                       14

the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

(b) Any person who is himself a director and acting as a proxy for any other
director shall be entitled to have one vote for each capacity in which he so
acts (in addition to any vote he may have as a director).

(c) Any action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting, if all of the
members of the Board of Directors or committee (or other proxies) consent
thereto in writing, and the writings are filed with the minutes of proceedings
of the Board of Directors or committee.

SECTION 3.13.     Conference Telephone Meetings

One or more directors may participate in a meeting of the Board of Directors, or
of a committee of the Board of Directors, by means of conference telephone or
similar communications equipment by means of which all persons can hear each
other. Participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.

SECTION 3.14.     Executive and Other Committees of the Board of Directors

(a) The Board of Directors may, by resolutions adopted by a majority vote of the
entire Board of Directors, designate from among its members an executive
committee and one or more other committees (having such name or names as may be
determined from time to time by resolution adopted by the Board of Directors),
each committee to consist of two or more directors. The Board of Directors shall
designate the chairman of each such committee, and may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

(b) The executive committee and any other committee designated by the Board of
Directors shall have and may exercise such powers and authorities as shall be
provided in the resolution of the Board of Directors establishing such
committee; but no committee of the Board of Directors shall have the power or
authority in reference to the submission to Shareholders of any action that
requires Shareholders' authorization under Applicable Regulation, the Articles
of Incorporation, or these By-Laws, the filling of vacancies in the Board of
Directors or in a committee, the fixing of the compensation of the directors for
serving on the Board of Directors or on any committee, the amendment or repeal
of the By-Laws or the adoption of new By-Laws, or the amendment or repeal of any
resolution of the Board of Directors other than one which is by its terms so
amendable or repealable.


                                       15

(c) Meetings of committees shall be called in the manner provided in the
resolution of the Board of Directors establishing such committee or as otherwise
determined by such committee. Unless otherwise so provided, meetings of any
committee may be called by the chairman of such committee, or by the secretary
of such committee on the request of any two (2) members of such committee, on
the same notice to each member as is required by Section 3.08 hereof. Unless
otherwise provided in the resolution of the Board of Directors establishing a
committee, a majority of the directors in the office designated to any committee
(but in all events not less than two (2) such directors) shall be present at
each meeting to constitute a quorum for the transaction of business, and the
acts of such committee. Each committee so formed shall fix its own rules of
proceeding, appoint its own secretary, keep regular minutes of its meetings and
report the same to the Board of Directors when required.

SECTION 3.15.     Compensation of Directors

The Board of Directors shall have the authority to fix the compensation of
directors. The directors may be paid a fixed annual fee as director, in addition
to or in lieu of a fixed sum for attendance at each meeting of the Board of
Directors. Directors may also be remunerated separately for specific projects
undertaken or services rendered on behalf of the Corporation at the request of
the Board of Directors, and shall be reimbursed for their expenses incurred in
performing their duties as directors, including attendance at meetings and
specific projects undertaken or services rendered on behalf of the Corporation.
No such payment shall preclude any directors from serving the Corporation in any
other capacity and receiving compensation and reimbursement of expenses thereof.

SECTION 3.16.     Specific and General Powers of Directors

Subject to any regulations from time to time made by the Shareholders, the Board
of Directors shall have the management of the affairs, business and property of
the Corporation and may do all such acts as are not prohibited by Applicable
Regulation, by the Articles of Incorporation, or by these By-Laws, and as are
not reserved to the Shareholders.

SECTION 3.17      Directors' Power to Give Effect to the DLC Agreements

(a) The directors are authorized to operate and carry into effect the
Equalization Agreement, the Voting Agreement and the Royal Caribbean Deed Poll
Guarantee with full power to:

      (i) enter into, operate and carry into effect any further or other
      agreements or arrangements with or in connection with P&O Princess or the
      holder of the P&O Princess Special Voting Share; and


                                       16

      (ii) do all such things as, in the opinion of the directors, are necessary
      or desirable for the application, implementation, protection, furtherance
      or maintenance of the dual listed company relationship with P&O Princess
      constituted by or arising out of any agreement or arrangement.

(b) Subject to Applicable Regulation, nothing done by any director in good faith
pursuant to such authority and obligations shall constitute a breach of the
fiduciary duties of such director to the Corporation or its shareholders. In
particular, the directors shall, in addition to their duties to the Corporation,
be entitled to have regard to the interests of the Combined Shareholders as if
the Corporation and P&O Princess were a single legal entity. They are also
authorized to provide to P&O Princess and any officer, employee or agent of P&O
Princess any information relating to the Corporation.

SECTION 3.18      Discretionary Matters

The Board of Directors may, by agreement with the P&O Princess Board:

(1)   decide to seek the approval of the shareholders (or any class of
      shareholders) of either or both of the Corporation and P&O Princess for
      any matter that would not otherwise require such approval;

(2)   require any Joint Electorate Action to be approved instead as a Class
      Rights Action; or

(3)   specify a higher majority vote than the required majority that would
      otherwise be required for any shareholder vote provided for in Section
      2.06.


                                   ARTICLE IV
                                    Officers

SECTION 4.01.     Number, Qualifications and Designation

The officers of the Corporation shall be chosen by the Board of Directors and
shall be a Chief Executive Officer, a President, one or more vice presidents, a
Secretary, a Treasurer, and such other officers as may be elected or appointed
in accordance with the provisions of Section 4.03. Officers may be of any
nationality and need not be residents or citizens of the Republic of Liberia.
One person may hold more than one office. Officers may be, but need not be,
directors or Shareholders of the Corporation.

SECTION 4.02.     Election and Term of Office

The officers of the Corporation, except those appointed by delegated authority
pursuant to Section 4.03, shall be elected annually by the Board of Directors,
and each such officer shall hold his office until his successor shall have been
elected or


                                       17

appointed and qualified, or until his earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Corporation. Any
officer elected by the Board of Directors or appointed by delegated authority
may be removed by the Board of Directors or by the appointing authority with or
without cause. The removal of an officer without cause shall be without
prejudice to his contract rights, if any. The election or appointment of an
officer shall not of itself create contract rights.

SECTION 4.03.     Other Officers, Subordinate Officers, Non-Board Committees and
                  Agents

The Board of Directors may from time to time elect such other officers and
appoint such employees or other agents, or such committees (not constituting
committees of the Board of Directors), as it deems necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as are provided in these By-Laws, or as the Board of Directors may from
time to time determine. The Board of Directors may delegate to any officer or
committee of the Board of Directors referred to in Section 3.14 the power to
appoint subordinate officers and to retain or appoint employees or other agents,
or committees (not constituting committees of the Board of Directors) and to
prescribe the authority, duties and compensation of such subordinate officers,
committees, employees or other agents.

SECTION 4.04.     The Chairman of the Board

The Chairman of the Board shall preside at all meetings of the Shareholders and
of the Board of Directors, and shall perform such other duties as may from time
to time be assigned to him by the Board of Directors. The Chairman may also be
the Chief Executive Officer and/or the President of the Corporation.

SECTION 4.05.     The Chief Executive Officer

The Chief Executive Officer shall have general supervision over the affairs of
the Corporation. The Chief Executive Officer shall have the power to sign,
execute and acknowledge, in the name of the Corporation, deeds, mortgages,
bonds, contracts or other instruments, shall make reports to the Board of
Directors and the Shareholders, shall have like powers to those of the
President, and, in general, shall perform all duties incident to the office of
Chief Executive Officer.

SECTION 4.06.     The President

The President shall have the power to sign, execute and acknowledge, in the name
of the Corporation, deeds, mortgages, bonds, contracts or other instruments, as
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors, or by
these By-Laws or by Applicable Regulation, to some other officer or agent of the
Corporation and, in


                                       18

general, shall perform such other duties as from time to time may be assigned to
him by the Board of Directors.

SECTION 4.07.     The Vice Presidents

The vice presidents shall perform such duties as may from time to time be
assigned to them by the Board of Directors, the Chief Executive Officer or the
President.

SECTION 4.08.     The Secretary

The Secretary, or an assistant secretary, shall attend all meetings of the
Shareholders and of the Board of Directors and shall record the proceedings of
the Shareholders and of the directors in a book or books to be kept for that
purpose; see that notices are given and records and reports are properly kept
and filed by the Corporation as required by Applicable Regulation, the Articles
of Incorporation or these By-Laws; be the custodian of the seal of the
Corporation; and, in general, perform all duties incident to the office of
Secretary, and such other duties as may from time to time be assigned to him by
the Board of Directors, the Chief Executive Officer or the President. Except as
otherwise required by Applicable Regulation, the Secretary's signature shall not
be required to bind the Corporation.

SECTION 4.09.     The Treasurer

The Treasurer or assistant treasurer shall have or provide for the custody of
the funds or other property of the Corporation and shall keep a separate book of
account of the same to his credit as Treasurer; collect and receive or provide
for the collection and receipt of moneys earned by or in any manner due to or
received by the Corporation; deposit all funds in his custody as Treasurer in
such banks or other places of deposit as the Board of Directors may from time to
time designate; whenever so required by the Board of Directors, render an
account showing his transactions as Treasurer and the financial condition of the
Corporation; and, in general, discharge such other duties as may from time to
time be assigned to him by the Board of Directors, the Chief Executive Officer
or the President.

SECTION 4.10.     Officers' Bonds

No officer of the Corporation need provide a bond to guarantee the faithful
discharge of his duties unless the Board of Directors shall by resolution so
require, in which event such officer shall give the Corporation a bond (which
shall be renewed if and as required) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office.

SECTION 4.11.     Salaries of Elected Officers


                                       19

The salaries of the officers of the Corporation elected by the Board of
Directors shall be fixed from time to time by the Board of Directors or pursuant
to authority conferred by the Board of Directors.


                                    ARTICLE V
                      Certificates of Stock, Transfer, Etc.

SECTION 5.01.     Issue

Each Shareholder shall be entitled to a certificate or certificates for shares
of the Corporation owned by him upon his request thereof. All share certificates
of the Corporation shall be numbered and registered in the share ledger and
transfer books of the Corporation as they are issued. They shall be signed by
the President or a vice president and by the Secretary or an assistant secretary
or the Treasurer or an assistant treasurer, and may bear the corporate seal,
which may be a facsimile. The signatures of the officers upon such certificate
may be facsimiles, if the certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or its employees. In
case any officer who has signed, or whose facsimile signature has been placed
upon, any share certificate shall have ceased to be such officer before the
certificate is issued it may be issued or delivered with the same effect as if
he were such officer at the date of its issue or delivery. The Corporation shall
keep a record containing the names and addresses of all registered Shareholders,
the number and class of shares held by each and the date when they respectively
became the owners of record thereof.

SECTION 5.02.     Transfer

(a) Transfer of shares issued in the name of a holder of record shall be made on
the books of the Corporation only by the person named in the certificate or by
his attorney lawfully constituted and upon surrender of and cancellation of the
certificate therefor. Every transfer of shares by holders of record shall be
entered on the stock book of the Corporation. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for registered shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

(b) Any applicant wishing to transfer shares shall pay to the Corporation any
stamp or other duties or taxes payable in respect of the transfer, together with
any charges imposed by the Corporation in respect of such transfer, all prior to
and as a condition precedent to the issuance of any new certificates to such
applicant.

SECTION 5.03      Transfer of the Royal Caribbean Special Voting Share


                                       20

No transfer of the Royal Caribbean Special Voting Share will take effect until
the transfer has been approved in accordance with the Voting Agreement and until
the transferee has agreed to be bound by the terms of the Voting Agreement.

SECTION 5.04.     Share Certificates

Share certificates of the Corporation shall be in such form as is provided by
Applicable Regulation and approved by the Board of Directors. The share record
books and the blank share certificates shall be kept by the Secretary or by any
agency designated by the Board of Directors for that purpose.

SECTION 5.05.     Lost, Stolen, Destroyed or Mutilated Certificates

The Board of Directors may direct a new certificate or new certificates to be
issued in place of any certificate or certificates previously issued by the
Corporation and alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed. When authorizing such issue of a new certificate or new
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issue thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as the Board of Directors shall require and to give the
Corporation a bond in such sum as the Board of Directors may direct as indemnity
against any claims that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

SECTION 5.06.     Record Holder of Shares

The Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of registered shares to receive dividends,
to vote and to exercise any other rights in respect of the shares held as the
owner thereof. The Corporation shall not be bound to recognize any equitable or
other claim to or interest in any registered share or shares on the part of any
person other than a person registered on its books as the owner of such
registered share or shares whether or not it shall have express or other notice
thereof.

SECTION 5.07.     Determination of Shareholders of Record

In order that the Corporation may determine the holders of registered shares
entitled to notice of meeting of Shareholders, or entitled to express consent to
or dissent from any proposed corporate action without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any rights
in respect of any change, conversion or exchange of shares or for the purposes
of any other action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60)


                                       21

nor less than fifteen (15) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. A determination of registered
Shareholders of record entitled to notice of or to vote at a meeting of
Shareholders shall apply to any adjournment of the meeting; except that the
Board of Directors may fix a new record date for an adjourned meeting.


                                   ARTICLE VI
                                     Notices

SECTION 6.01.     Notice Provisions

Whenever, under the provisions of the statutes of the Republic of Liberia or the
Articles of Incorporation or these By-Laws, any notice, request, demand or other
communication is required to be or may be given or made to any officer,
director, or registered Shareholder, it shall not be construed to mean that such
notice, request, demand or other communication must be given or made in person
but the same may be given or made in person, by mail or facsimile to such
officer, director or registered Shareholder and shall be considered to have been
properly given or made, in the case of mail, when deposited in the mail, and in
other cases when transmitted by the party giving or making the same, directed to
the officer or director or to a registered Shareholder at his address as it
appears on the records of the Corporation, or, if the Shareholder shall have
filed with the secretary of the Corporation a written request that notice to him
be mailed to some other address, then directed to the Shareholder at such other
address. Notice to directors may also be given in accordance with Section 3.10.
Any notice dispatched by mail shall be sent by first class air mail or other
fast postal service and shall be properly stamped prior to deposit in the mail.

SECTION 6.02.     Notice to Corporation

Whenever, under the provisions of the statutes of the Republic of Liberia or the
Articles of Incorporation or these By-Laws, any notice, request, demand or other
communication is required to be or may be given or made to the Corporation, it
shall also not be construed to mean that such notice, request, demand or other
communication must be given or made in person, but the same may be given or made
to the Corporation by mail or facsimile. Any such notice, request, demand or
other communication shall be considered to have been properly given or made, in
the case of mail when deposited in the mail, and in other cases when transmitted
by the party giving or making the same, directed to the Corporation at its then
registered address, provided that a copy of the same is sent by like medium of
communication to the attention of the secretary at the Corporation's then
principal place of business.

SECTION 6.03.     Waiver of Notice


                                       22

(a) Whenever any written notice is required to be given under the provision of
Applicable Regulation, the Articles of Incorporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Shareholders, directors, or
members of a committee of directors need be specified in any written waiver of
notice of such meeting.

(b) Attendance of a person, either in person or by proxy, at any meeting,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice of such meeting.

                                   ARTICLE VII
                                 Indemnification

SECTION 7.01.     General

The Corporation shall indemnify, and advance Expenses to, Indemnitee as provided
in this Article VII and to the fullest extent permitted by Applicable
Regulation.

SECTION 7.02.     Proceedings Other Than Proceedings by or in the Right of the
                  Corporation

Indemnitee shall be entitled to the rights of indemnification provided in this
Section 7.02 if, by reason of his Corporate Status, he was or is, or is
threatened to be made, a party to any threatened, pending, or completed
Proceeding, other than a Proceeding by or in the right of the Corporation to
procure a judgment in its favor. Pursuant to this Section 7.02, Indemnitee shall
be indemnified against Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful.

SECTION 7.03.     Proceedings by or in the Right of the Corporation

Indemnitee shall be entitled to the rights of indemnification provided in this
Section 7.03 if, by reason of his Corporate Status, he was or is, or is
threatened to be made, a party to any threatened, pending or completed
Proceeding brought by or in the right of the Corporation to procure a judgment
in its favor. Pursuant to this Section, Indemnitee shall be indemnified against
Expenses actually and reasonably incurred by him or on his behalf in connection
with such Proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation.
Notwithstanding the foregoing, no indemnification against such


                                       23

Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Corporation for negligence or misconduct in the performance of his duty to the
Corporation if Applicable Regulation prohibits such indemnification; provided,
however, that, if Applicable Regulation so permits, indemnification against
Expenses shall nevertheless be made by the Corporation in such event if and only
to the extent that the Court of competent jurisdiction in which such Proceeding
shall have been brought or is pending, shall determine.

SECTION 7.04.     Indemnification for Expenses of a Party Who is Wholly or
                  Partly Successful

Notwithstanding any other provision of this Article VII, to the extent that
Indemnitee is, by reason of his Corporate Status, a party to and is successful,
on the merits or otherwise, in any Proceeding, he shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Corporation shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or on his behalf in connection with each successfully resolved claim, issue
or matter. For purposes of this Section 7.04 and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal or
voluntary action, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.

SECTION 7.05.     Indemnification for Expenses of a Witness.

Notwithstanding any other provision of this Article VII, to the extent that
Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding in
which he is not a party, he shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith.

SECTION 7.06.     Advancement of Expenses

The Corporation shall advance all reasonable Expenses incurred by or on behalf
of Indemnitee in connection with any Proceeding within twenty (20) days after
the receipt by the Corporation of a statement or statements from Indemnitee
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses.


                                       24

SECTION 7.07.     Procedure for Determination of Entitlement to Indemnification

(a) To obtain indemnification under this Article VII, Indemnitee shall submit to
the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Corporation shall, promptly
upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant to the first
sentence of Section 7.07(a) hereof, a determination, if required by Applicable
Regulation, with respect to Indemnitee's entitlement thereto shall be made in
the specific case: (i) if a Change in Control (as hereinafter defined) shall
have occurred, by Independent Counsel (as hereinafter defined) (unless
Indemnitee shall request that such determination be made by the Board of
Directors, in which case by the person or persons or in the manner provided for
in clauses (ii) or (iii) of this Section 7.07(b)) in a written opinion to the
Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a
Change of Control shall not have occurred, (A) by the Board of Directors by a
majority vote of a quorum consisting of Disinterested Directors or (B) if such
quorum is not obtainable or, even if obtainable, such quorum of Disinterested
Directors so directs, by Independent Counsel in a written opinion to the Board
of Directors, a copy of which shall be delivered to Indemnitee; or (iii) as
provided in Section 7.08(b) of this Article; and, if it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination. Indemnitee shall cooperate with
the person, persons or entity making such determination with respect to
Indemnitee's entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
determination. Any costs or expenses (including attorneys' fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Corporation
(irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Corporation hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.

(c) In the event the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 7.07(b) of this Article VII, the
Independent Counsel shall be selected as provided in this Section 7.07(c). If a
Change of Control shall not have occurred, the Independent Counsel shall be
selected by the Board of Directors, and the Corporation shall give written
notice to Indemnitee advising him of the identity of the Independent Counsel so
selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee


                                       25

(unless Indemnitee shall request that such selection be made by the Board of
Directors, in which event the preceding sentence shall apply), and Indemnitee
shall give written notice to the Corporation advising it of the identity of the
Independent Counsel so selected. In either event, Indemnitee or the Corporation,
as the case may be, may, within seven (7) days after such written notice of
selection shall have been given, deliver to the Corporation or to Indemnitee, as
the case may be, a written objection to such selection. Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined herein, and the
objection shall set forth with particularity the factual basis of such
assertion. If such written objection is made, the Independent Counsel so
selected may not serve as Independent Counsel unless and until a Court has
determined that such objection is without merit. If, within twenty (20) days
after submission by Indemnitee of a written request for indemnification pursuant
to Section 7.07(a) hereof, no Independent Counsel shall have been selected and
not objected to, either the Corporation or Indemnitee may petition any Court of
competent jurisdiction for resolution of any objection which shall have been
made by the Corporation or Indemnitee to the other's selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the Court or by such other person as the Court shall designate, and the
person with respect to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section 7.07(b) hereof. The
Corporation shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant
to Section 7.07(b) hereof, and the Corporation shall pay all reasonable fees and
expenses incident to the procedures of this Section 7.07(c), regardless of the
manner in which such Independent Counsel was selected or appointed. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section
7.09(a)(iii) of this Article VII, Independent Counsel shall be discharged and
relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).

SECTION 7.08.     Presumptions and Effect of Certain Proceedings

(a) If a Change of Control shall have occurred, in making a determination with
respect to entitlement to indemnification hereunder, the person, persons or
entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Article if Indemnitee has submitted a request for
indemnification in accordance with Section 7.07(a) of this Article, and the
Corporation shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any determination
contrary to that presumption.

(b) If the person, persons or entity empowered or selected under Section 7.07 of
this Article VII to determine whether Indemnitee is entitled to indemnification
shall not have made such determination within sixty (60) days after receipt by
the


                                       26

Corporation of the request therefore, the requisite determination of entitlement
to indemnification shall be deemed to have been made in favor of Indemnitee and
Indemnitee shall be entitled to such indemnification, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to
make Indemnitee's statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under
Applicable Regulation; provided, however, that such sixty (60) day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days, if
the person, persons or entity making the determination with respect to
entitlement to indemnification in good faith requires such additional time for
the obtaining or evaluation of documentation and/or information relating
thereto; and provided, further, that the foregoing provisions of this Section
7.08(b) shall not apply if the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 7.07(b) of this Article
VII.

(c) The termination of any Proceeding or of any claim, issue or matter therein
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Article VII) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner in which he reasonably believed to be in or not opposed to
the best interests of the Corporation or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

SECTION 7.09.     Remedies of Indemnitee

(a) In the event that (i) a determination is made pursuant to Section 7.07 of
this Article VII that Indemnitee is not entitled to indemnification under this
Article VII, (ii) advancement of Expenses is not timely made pursuant to Section
7.06 of this Article VII, (iii) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 7.07(b)
of this Article VII and such determination shall not have been made and
delivered in a written opinion within ninety (90) days after receipt by the
Corporation of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 7.05 of this Article VII within ten (10) days
after receipt by the Corporation of a written request therefore, or (v) payment
of indemnification is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 7.08 of this Article VII,
Indemnitee shall be entitled to an adjudication in any Court of competent
jurisdiction, of his entitlement to such indemnification or advancement of
Expenses. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association. Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within one hundred eighty
(180) days following the date on


                                       27

which Indemnitee first has the right to commence such proceeding pursuant to
this Section 7.09(a). The Corporation shall not oppose Indemnitee's right to
seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section
7.07 of this Article VII that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 7.09 shall
be conducted in all respects as a de novo trial, or arbitration, on the merits
and Indemnitee shall not be prejudiced by reason of that adverse determination.
If a Change of Control shall have occurred, in any judicial proceeding or
arbitration commencing pursuant to this Section 7.09, the Corporation shall have
the burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.

(c) If a determination shall have been made or deemed to have been made pursuant
to Section 7.07 or 7.08 of this Article VII that Indemnitee is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 7.09,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee's statement not materially
misleading, or (ii) a prohibition of such indemnification under Applicable
Regulation.

(d) The Corporation shall be precluded from asserting in any judicial proceeding
or arbitration commenced pursuant to this Section 7.09 that the procedure and
presumptions of this Article VII are not valid, binding and enforceable and
shall stipulate in any such Court or before any such arbitrator that the
Corporation is bound by all the provisions of this Article VII unless prohibited
by Applicable Regulation.

(e) In the event that Indemnitee, pursuant to this Section 7.09, seeks a
judicial adjudication of or an award in arbitration to enforce his rights under
or to recover damages for breach of, this Article VII, Indemnitee shall be
entitled to recover from the Corporation, and shall be indemnified by the
Corporation against, any and all expenses (of the types described in the
definition of Expenses herein) actually and reasonably incurred by him in such
judicial adjudication or arbitration, but only if he prevails therein. If it
shall be determined in said judicial adjudication or arbitration that Indemnitee
is entitled to receive part but not all of the indemnification or advancement of
expenses sought, the expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately prorated.

SECTION 7.10.     Non-Exclusivity; Survival of Rights; Insurance; Subrogation

(a) The rights of indemnification and to receive advancement of Expenses as
provided by this Article VII shall not be deemed exclusive of any other rights
to which Indemnitee may at any time be entitled under Applicable Regulation, the
Articles of


                                       28

Incorporation (including, but not limited to, Article Ninth thereof, which
provides a separate right of indemnification), the By-Laws, any agreement, a
vote of Shareholders or a resolution of directors or otherwise. No amendment,
alteration or repeal of this Article VII or of any provision hereof shall be
effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. The provisions of this Article VII shall continue as to an Indemnitee
whose Corporate Status has ceased and shall inure to the benefit of his heirs,
executors and administrators.

(b) The Corporation may purchase and maintain insurance on behalf of any person
specified in Section 6.13 of the Business Corporation Act, or any person
specified in this Article VII, against liability asserted against him and
incurred by him, whether or not the Corporation would have power to indemnify
him against such liability under the provisions of the aforesaid Section 6.13.

(c) To the extent that the Corporation maintains an insurance policy or policies
providing liability insurance for directors, officers, employees, agents or
fiduciaries of the Corporation or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person
serves at the request of the Corporation, Indemnitee shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any such director, officer, employee or agent
under such policy or policies.

(d) In the event of any payment under this Article VII, the Corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Corporation to bring suit to enforce such rights.

(e) The Corporation shall not be liable under this Article VII to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

SECTION 7.11.     Severability

If any provision or provisions of this Article VII shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Article VII (including
without limitation, each portion of any Section of this Article VII containing
any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (b) to the fullest extent possible, the provisions of this
Article VII (including, without limitation, each portion of any Section of this
Article VII containing any such provision held to be invalid,


                                       29

illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

SECTION 7.12.     Certain Persons Not Entitled to Indemnification or Advancement
                  of Expenses

Notwithstanding any other provision of this Article VII, no person shall be
entitled to indemnification or advancement of Expenses under this Article VII
with respect to any Proceeding, or any claim therein, brought or made by him
against the Corporation except as provided in Section 7.09.

SECTION 7.13.     Notices

Any notice, request or other communication required or permitted to be given to
the Corporation under this Article VII shall be in writing and either delivered
in person or sent by certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.

SECTION 7.14.     Miscellaneous

Use of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate.

SECTION 7.15.     Indemnification of Additional Parties.

In addition to the foregoing, the Corporation may, but shall not be required to,
indemnify, and advance Expenses to, any person who is, or is threatened to be
made, a witness in or party to any Proceeding as described in Sections 7.02,
7.03, 7.04 or 7.05 of this Article VII by reason of the status of such person as
an employee, agent or fiduciary of the Corporation or any direct or indirect
subsidiary thereof or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person is or was
serving at the request of the Corporation, provided, however, that no such
person shall be entitled to indemnification by virtue of this Section 7.16
unless such indemnification is authorized by action of the Board of Directors.

                                  ARTICLE VIII
                               General Provisions

SECTION 8.01.     Dividends

Dividends upon the capital stock of the Corporation, subject to the provisions
of the Articles of Incorporation, if any, and the Equalization Agreement, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to Applicable


                                       30

Regulation. Dividends may be paid in cash, in property or in shares of the
capital stock of the Corporation, subject to the provisions of the Articles of
Incorporation and the Equalization Agreement. Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for repairing or maintaining any property of the Corporation,
or for such other purposes as the Board of Directors shall think conducive to
the interests of the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.

The Corporation or other person paying any dividend or issuing any right on
behalf of the Corporation shall be entitled to withhold therefrom any taxes
required to be withheld by the laws and regulations of any taxing authority
having jurisdiction in the circumstances.

SECTION 8.02.     Contracts

Except as otherwise provided in these By-Laws, the Board of Directors may
authorize any officer or officers or any agent or agents, to enter into any
contract or to execute or deliver any instrument on behalf of the Corporation
and such authority may be general or confined to specific instances.

SECTION 8.03.     Cheques and Deposits

All funds of the Corporation shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies, or other depositories as the
Board of Directors may approve or designate, and all such funds shall be
withdrawn only upon cheques signed by such one or more officers, employees or
agents of the Corporation as the Board of Directors shall from time to time
determine. All notes, bills of exchange or other orders in writing shall be
signed by such person or persons as the Board of Directors may from time to time
designate.

SECTION 8.04.     Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Liberia". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.

SECTION 8.05.     Corporate Records

Every Shareholder shall, upon written demand stating the purpose thereof, have a
right to inspect, in person or by agent or attorney, during the usual hours of
business, for a purpose reasonably related to his interests as a Shareholder,
the share register,


                                       31

books of account, and minutes of all proceedings, and make copies or extracts
therefrom.

SECTION 8.06.     Amendment of By-Laws

These By-Laws may be amended in accordance with the Articles of Incorporation.

SECTION 8.07.     Effective Date

Any amendment to or any amendment and restatement of these By-Laws shall govern
the affairs of the Corporation from and after the date stated in the resolution
adopting the same.


                                   ARTICLE IX
                                   Definitions

SECTION 9.01.     For purposes of these By-Laws:

      "Applicable Exchange Rate" means the spot US dollar-sterling exchange rate
      as show in The Wall Street Journal or the London Edition of the Financial
      Times on the relevant date.

      "Annual Meeting" means the annual meeting of the Corporation's
      Shareholders as described in Section 2.02.

       "Applicable Regulation" means

      (a)   any law, statute, ordinance, regulation, judgement, order, decree,
            licence, permit, directive or requirement of any Governmental Agency
            having jurisdiction over the Corporation; and

      (b)   the rules, regulations, and guidelines of:

                  (i) any stock exchange or other trading market on which any
                  shares or other securities or depositary receipts representing
                  such shares or securities of the Corporation are listed,
                  traded or quoted; and

                  (ii) any other body with which entities with securities listed
                  or quoted on such exchanges customarily comply,

      (but, if not having the force of law, only if compliance with such
      directives, requirements, rules, regulations or guidelines is in
      accordance with the general practice of persons to whom they are intended
      to apply) in each case for the time being in force and taking account all
      exemptions,


                                       32

      waivers or variations from time to time applicable (in particular
      situations or generally) to the Corporation.

      "Articles of Incorporation" means the Articles of Incorporation of the
      Corporation as amended from time to time.

      "Board of Directors" means the Board of Directors of the Corporation.

      "Business Corporation Act" means the Liberian Business Corporation Act.

      "Chairman of the Board" means Chairman of the Board of Directors of the
      Corporation as described in Section 4.04.

      "Change in Control" means a change in control of the Corporation occurring
after the Effective Date of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Securities
Exchange Act of 1934 (the "Act"), whether or not the Corporation is then subject
to such reporting requirement; provided, however, that, without limitation, such
a Change in Control shall be deemed to have occurred if after the Effective Date
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Corporation representing twenty
five percent (25%) or more of the combined voting power of the Corporation's
then outstanding securities without the prior approval of at least two-thirds of
the members of the Board of Directors in office immediately prior to such person
attaining such percentage interest; (ii) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority of the Board
of Directors thereafter; or (iii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Corporation's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who were directors
at the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.

      "Chief Executive Officer" means chief executive officer of the Corporation
as described in Section 4.05.

      "Class Rights Action" means any of the actions listed in Section 2.17.

      "Combined Shareholders" means the holders of Royal Caribbean Common Stock
and the holders of P&O Princess Ordinary Shares.


                                       33

      "Corporate Status" describes the status of a person who is or was a
director or officer of the Corporation or any direct or indirect subsidiary
thereof or of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such person is or was serving at the
request of the Corporation.

      "Corporation" and "Royal Caribbean" mean Royal Caribbean Cruises Ltd., a
Liberian corporation.

      "Deed Poll Guarantees" means the Royal Caribbean Deed Poll Guarantee and
the P&O Princess Deed Poll Guarantee.

      "Disinterested Director" means a director of the Corporation who is not
and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.

      "Effective Date" means April 22, 1993.

      "Equalization Agreement" means the Equalisation and Governance Agreement,
dated as of ________ __, 2002, between Royal Caribbean and P&O Princess, as
amended from time to time.

      "Equalization Fraction" means, as of any date, the Equalization Ratio as
of such date expressed as a fraction where the numerator is one and the
denominator is the P&O Princess Equivalent Number comprising the second element
of such Equalization Ratio.

      "Equalization Ratio" means the ratio of (i) one share of Royal Caribbean
Common Stock to (ii) that number of P&O Princess Ordinary Shares that have the
same rights to distributions of income and capital and voting rights as one
share of Royal Caribbean Common Stock (the "P&O Princess Equivalent Number").
The Equalization Ratio shall initially be 1:1 and shall be subject to adjustment
in the future as provided in the Equalization Agreement and the Schedules
thereto. In all cases, the P&O Princess Equivalent Number shall be rounded to
five decimal places.

      "Equivalent Resolution" means a resolution of either the Corporation or
P&O Princess, certified by a duly authorized officer of the Corporation or P&O
Princess as equivalent in nature and effect to a resolution of the other
company.

       "Expenses" shall include all reasonable attorneys' costs and fees,
investigative costs and fees, accountants costs and fees, expert witnesses'
costs and fees, retainers, court costs, transcript costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.


                                       34

      "Governmental Agency" means a court of competent jurisdiction or any
government or any governmental, regulatory, self-regulatory, or administrative
authority, agency, commission, body or other governmental entity and shall
include any relevant competition authorities, the U.S. Securities and Exchange
Commission, the New York Stock Exchange, the UK Panel on Takeovers and Mergers,
the London Stock Exchange, the UK Listing Authority and the Oslo Stock Exchange.

      "Implementation Agreement" means the Implementation Agreement, dated as of
November 19, 2001, between Royal Caribbean and P&O Princess.

      "Indemnitee" includes any person who is, or is threatened to be made, a
witness in or a party to any Proceeding as described in Sections 7.02, 7.03,
7.04 or 7.05 of Article VII by reason of his Corporate Status and the heirs,
executors and administrators of any such person.

      "Independent Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of corporate law and neither presently is, nor in the
past five years has been, retained to represent: (i) the Corporation or
Indemnitee in any matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the
Corporation or Indemnitee in an action to determine Indemnitee's rights under
this Article VII.

      "Joint Electorate Action" means any of the actions listed in Section 2.15,
or as provided by the Board of Directors.

      "Liquidation" means, with respect to either the Corporation or P&O
Princess, any liquidation, winding up, receivership, dissolution, insolvency or
equivalent proceedings pursuant to which the assets of such company will be
liquidated and distributed to creditors and other holders of provable claims
against such company.

      "London Stock Exchange" means London Stock Exchange plc.

      "Majority Resolution" means a resolution duly approved at a meeting of the
Corporation's Shareholders by the affirmative vote of a majority of all the
votes cast on such resolution by all shareholders of the Corporation entitled to
vote thereon (including, where applicable, the Royal Caribbean SVC) who are
present in person or by proxy at such meeting.

      "New York Stock Exchange" means the New York Stock Exchange, Inc.


                                       35

      "Oslo Stock Exchange" means the Oslo B0rs.

      "Other Voting Shares" means, with respect to any resolution to be acted on
by the shareholders of the Corporation or P&O Princess, as the case may be, such
shares of capital stock of that company that are entitled to vote on such
resolution at a meeting of the shareholders of such company, other than Royal
Caribbean Common Stock, the Royal Caribbean Special Voting Share and the P&O
Princess Special Voting Share.

      "P&O Princess" means P&O Princess Cruises plc, a public limited company
incorporated in England and Wales.

      "P&O Princess Board" means the Board of Directors of P&O Princess.

      "P&O Princess Deed Poll Guarantee" means the agreement dated as of _______
__, 2002, whereby P&O Princess agrees to guarantee certain obligations of the
Corporation for the benefit of certain future creditors of the Corporation, as
amended from time to time.

      "P&O Princess Entrenched Provision" means those provisions designated as
such in the P&O Princess Memorandum and Articles.

      "P&O Princess Equivalent Number" has the meaning given in the definition
of "Equalization Ratio".

      "P&O Princess Memorandum and Articles" means the P&O Princess Memorandum
and Articles of Association, as amended from time to time.

      "P&O Princess Ordinary Shares" means the issued ordinary shares of
US$1.732 each in P&O Princess from time to time (including the underlying
ordinary shares for each P&O Princess American Depositary Share), as the same
may be subdivided or consolidated from time to time and any ordinary shares into
which such ordinary shares may be reclassified, converted or otherwise changed.

      "P&O Princess SVC" means the holder, from time to time, of the P&O
Princess Special Voting Share.

      "P&O Princess Special Voting Share" means the special voting share of L1
in P&O Princess.

      "Parallel Shareholder Meeting" means in relation to P&O Princess, any
meeting of the shareholders of P&O Princess which is:


                                       36

      (a) nearest in time to, or is contemporaneous with, the meeting of the
      Shareholders of the Corporation and at which some or all of the same
      resolutions or some or all Equivalent Resolutions are to be considered; or

      (b) designated by the P&O Princess Board as the parallel meeting of
      shareholders of a particular meeting of Shareholders of the Corporation.

      "President" means the president of the Corporation as described in Section
4.06.

      "Proceeding" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative.

      "Royal Caribbean Common Stock" means the issued and outstanding common
stock, par value US$0.01 per share, of the Corporation from time to time, as the
same may be subdivided or consolidated from time to time and any capital stock
into which such common stock may be reclassified, converted or otherwise
changed.

      "Royal Caribbean Deed Poll Guarantee" means the agreement dated as of
_________ __, 2002, whereby Royal Caribbean agrees to guarantee certain
obligations of P&O Princess for the benefit of certain future creditors of P&O
Princess, as amended from time to time.

      "Royal Caribbean Entrenched Provision" shall have the meaning given such
term in the Articles of Incorporation.

      "Royal Caribbean SVC" means the holder, from time to time, of the Royal
Caribbean Special Voting Share.

      "Royal Caribbean Special Voting Share" means the special voting share, par
value $0.01 per share, of Royal Caribbean.

      "SVC Owner" means The Law Debenture Trust Corporation P.L.C. or such other
trust company as shall be agreed between Royal Caribbean and P&O Princess.

      "Secretary" means the secretary of the Corporation as provided in Section
4.08.

      "Shareholders" means the holders of shares of Royal Caribbean capital
stock.

      "Special Meeting" means a meeting of the Shareholders other than an Annual
Meeting as described in Section 2.03.


                                       37

      "Special Voting Share" means, in relation to Royal Caribbean, the Royal
Caribbean Special Voting Share and, in relation to P&O Princess, the P&O
Princess Special Voting Share.

      "Supermajority Resolution" means a resolution required by Applicable
Regulations, the Articles of Incorporation or these By-Laws, as relevant, to be
approved by a higher percentage of votes cast than required under a Majority
Resolution, or where the percentage of votes in favor and against the resolution
is required to be calculated by a different mechanism to that required by a
Majority Resolution.

      "Treasurer" means the treasurer of the Corporation as described in Section
4.09.

      "Voting Agreement" means the deed entitled SVC Special Voting Deed, dated
as of _________ __, 2002, among, inter alia, the Corporation, P&O Princess and
the SVC Owner, as amended or modified from time to time, and shall include any
deed entered into to replace that deed or any such replacement.



                                    -- END --


                                       38