CARNIVAL CORP
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                              Exhibit 10.1
Retirement and Consulting Agreement


AGREEMENT made this 20th day of November, 2000 between CARNIVAL CORPORATION,
having its principal place of business at 3655 Northwest 87th Avenue, Miami,
Florida 33178, and its wholly owned subsidiary, Holland America Line -
Westours, Inc., having its principal place of business at 300 Elliott Avenue
West, Seattle, Washington 98119 (collectively, the "Companies") and Alton
Kirk Lanterman, ("Lanterman"), residing at 714 West Galer Street, Seattle,
Washington, 98119.

RECITALS:

A.     Lanterman has served as Chairman or President and Chief Executive
Officer of Holland America Line-Westours Inc. ("HAL") since January 1989 and
has performed exemplary service during said years.

B.     The Companies desire to compensate Lanterman for such exemplary
service by way of retirement pay.

C.     The Companies desire to retain Lanterman's consulting services
following such retirement on the terms set forth in this Agreement.

IN CONSIDERATION of past services as related above and the consulting
services related below, it is agreed as follows:

1.     Compensation For Past Services and Consulting Services

1.1    For a period of (15) years following the date of retirement by
Lanterman from active services with the Companies (the "Retirement Date"),
the Companies shall pay to Lanterman, in monthly installments of $130,414,
an annual compensation of $1,564,968.

1.2    In the event of Lanterman's death prior to the Retirement Date, or
prior to the fifteenth anniversary of the Retirement Date, the unpaid
balance of this total compensation ($23,474,520) shall be paid in full to
Lanterman's estate within 30 days of his death.  The unpaid balance shall be
its then present value calculated by utilization of an interest rate of 8.5%
per year.

2.     Consulting Services

Commencing on the Retirement Date and for a period of fifteen (15) years,
Lanterman agrees to perform consulting services for the Companies in regard
to the business operations of HAL upon the specific written request of the
Companies.  Such services shall be provided during normal business hours, on
such dates, for such time and at such locations as shall be agreeable to
Lanterman.  Such services shall not require more than five (5) hours in any
calendar month, unless expressly consented to by Lanterman, whose consent
may be withheld for any reason, whatsoever.  The Companies will reimburse
Lanterman for any out-of-pocket expenses incurred by him in the performance
of said services.

3.     Independent Contractor

Lanterman acknowledges that commencing on the Retirement Date, he will be
solely an independent contractor and consultant.  He further acknowledges
that he will not consider himself to be an employee of the Companies and
will not be entitled to any employment rights or benefits of the Companies.

4.     Confidentiality

Lanterman will keep in strictest confidence, both during the term of this
Agreement and subsequent to termination of this Agreement, and will not
during the term of this Agreement or thereafter disclose or divulge to any
person, firm or corporation, or use directly or indirectly, for his own
benefit or the benefit of others, any confidential information of the
Companies, including, without limitation, any trade secrets respecting the
business or affairs of the Companies which he may acquire or develop in
connection with or as a result of the performance of his services hereunder.
 In the event of an actual or threatened breach by Lanterman of the
provisions of this paragraph, the Companies shall be entitled to injunctive
relief restraining Lanterman from the breach or threatened breach as its
sole remedy.  The Companies hereby waive their rights for damages, whether
consequential or otherwise.

5.     Enforceable

The provisions of this Agreement shall be enforceable notwithstanding the
existence of any claim or cause of action of Lanterman against the
Companies, or the Companies against Lanterman, whether predicated on this
Agreement or otherwise.

6.     Applicable Law

This Agreement shall be construed in accordance with the laws of the State
of Washington, and venue for any litigation concerning an alleged breach of
this Agreement shall be in King County, Washington, and the prevailing party
shall entitled to reasonable attorney's fees and costs incurred.

7.     Entire Agreement

This Agreement contains the entire agreement of the parties relating to the
subject matter hereof.  A similar agreement of November 1999 shall become
null and void upon the execution of this Agreement.  Any notice to be given
under this Agreement shall be sufficient if it is in writing and is sent by
certified or registered mail to Lanterman or to the Companies to the
attention of the President, or otherwise as directed by the Companies, from
time to time, at the addresses as they appear in the opening paragraph of
this Agreement.

8.     Waiver

The waiver by either party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.

IN WITNESS WHEREOF, the Companies and Lanterman have duly executed this
agreement as of the day and year first above written.


                              CARNIVAL CORPORATION

                              By: /s/ Howard S. Frank
                              Its: Vice Chairman

                              HOLLAND AMERICA LINE-WESTOURS
                              INC.

                              By: /s/ Larry Calkins
                              Its: V.P. - Finance

                              /s/ Alton Kirk Lanterman
                              Signature

                              Alton Kirk Lanterman
                              Print Full Name
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