CARNIVAL CORP
AMEN. AND RESTATED CARN. CRUISE LINES MIP
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>d71243_ex10-4.txt
<DESCRIPTION>AMEN. AND RESTATED CARN. CRUISE LINES MIP
<TEXT>
                                                                    EXHIBIT 10.4


                              CARNIVAL CRUISE LINES
                            MANAGEMENT INCENTIVE PLAN


OBJECTIVE

The Management Incentive Plan (the "Plan") is designed to focus the attention of
Carnival Cruise Lines ("CCL")  management on achieving  outstanding  performance
results as reflected in profitability and other key measures.  The Plan provides
a framework within which the participants  share in the incremental  earnings of
CCL achieved from applicable business operations on a fiscal year-to-year basis.

PLAN ADMINISTRATION

The  administrator  of the Plan is the  Compensation  Committee  of the Board of
Directors of Carnival  Corporation (the  "Committee").  The Committee shall have
sole discretion in resolving any questions regarding the administration or terms
of the  Plan  not  addressed  in  this  document  as well  as in  resolving  any
ambiguities  that may exist in this document.  At its discretion,  the Committee
may delegate its administrative responsibilities for this Plan.

PLAN YEAR

The "Plan Year" shall be the 12-month period ending November 30 of each year.

PARTICIPATION

Participation  in the  Plan  shall  be  determined  on an  annual  basis  by the
Committee,  based on  recommendations  from  the  President  of CCL,  the CEO of
Carnival  Corporation and/or the COO of Carnival  Corporation.  The President of
CCL,  Senior Vice  Presidents  and Vice  Presidents  of CCL shall be eligible to
participate  in the  Plan.  No  employee  will  have the  automatic  right to be
selected as a participant  for any year nor will being selected as a participant
for one year mean that  participation  is  automatically  extended to  following
years.

Only persons who are employed by CCL or one of its divisions on the first day of
the Plan Year are  eligible to  participate  in the Plan except that persons who
commence  employment  or are promoted  following  the beginning of the Plan Year
may, with the approval of the Committee,  be allowed to participate in the Plan.
Such potential late-entry participants will be awarded Points (as defined below)
pro-rated  to the time of their entry into the Plan,  subject to the approval of
the Committee.

In order to actually  receive an  Incentive  Award (as defined  below) under the
Plan, a participant  must be employed by CCL or one of its divisions on the last
day of the Plan Year; provided,  however, that if a participant is on a leave of
absence that does not meet the  requirements of The Family and Medical Leave Act
of 1993 on the last day of the Plan  Year,  such  Incentive  Award  shall not be
payable until the  participant  returns to active duty.  The only  exceptions to
this  requirement are for  participants  whose employment is terminated prior to
the last day of the Plan Year as the result of death,  disability  or Retirement
("Early  Termination  Employees")  or for other  circumstances  approved  by the
Committee on a  case-by-cases  basis.  If  employment is terminated by reason of
death, disability or Retirement,  a participant or his/her estate will receive a
pro-rata  incentive  award based on the portion of the Plan Year the participant
was employed. For purposes of this section,  "Retirement" means a termination of
employment by a participant  on or after the earlier of (i) age 65 with at least
five  years  of  employment   (either  shipboard  or  shoreside)  with  Carnival
Corporation,  Carnival plc or any successor  thereto and/or their  affiliates or
(ii) age 55 with at least 15 years of employment (either shipboard or shoreside)
with Carnival  Corporation,  Carnival plc or any successor  thereto and/or their
affiliates.

BONUS POOL

The total amount  payable  under the Plan for each Plan Year (the "Bonus  Pool")
shall be calculated as follows:  (Earnings minus the Capital Charge)  multiplied
by the Bonus Funding Percentage.

"Earnings"  shall mean net income excluding net interest expense and any accrued
expense  related  to the Plan  generated  within  each  Plan Year by CCL and its
divisions  calculated  in accordance  with U.S.  generally  accepted  accounting
principles consistently applied.

<PAGE>

"Capital Charge" shall mean 10 percent (10%) of CCL's Average Invested  Capital.
"Invested  Capital" shall mean shareholder equity plus external and intercompany
debt after subtracting goodwill and construction in progress.  "Average Invested
Capital" shall be calculated as follows: the sum of the Invested Capital balance
as of November  30th of the  immediately  preceding  Plan Year and the  Invested
Capital  balance  as of the end of each  calendar  month  during  the Plan Year,
divided by 13.

"Bonus Funding Percentage" shall mean 1.75 percent (1.75%).

At the Committee's sole discretion,  the potential Bonus Pool funding for a Plan
Year may be increased by up to 20 percent based on performance in other areas as
determined by the Committee (the "Funding Modifiers").

Any changes to the Bonus Funding  Percentage  and Capital Charge for a Plan Year
as well as any Funding  Modifier will be  determined by the Committee  within 90
days of the commencement of each such Plan Year.

METHOD OF CALCULATING INCENTIVE AWARDS

The  Committee  shall,  in  its  discretion  and  after   consideration  of  the
recommendations  of the  President  of CCL  and  the  CEO  and  COO of  Carnival
Corporation,  assign  a  specific  number  of  points  (the  "Points")  to  each
participant.  The Points awarded to each participant will be communicated to the
participant  within ninety (90) days of the employee being initially selected to
become a participant in the Plan and if and when there is a change in the number
of Points  assigned to the  participant.  Such decisions may be revised during a
Plan Year by the  Committee  due to major  changes in position  responsibilities
occurring during the Plan Year.

The  Committee,   in  its  sole  discretion  and  after   consideration  of  the
recommendations  of the  President  of CCL  and  the  CEO  and  COO of  Carnival
Corporation,  may adjust the Points assigned to each  participant by multiplying
such  participant's  Points by a  percentage  within  the range set forth  below
corresponding  to such  participant's  evaluated  performance for such year (the
"Weighted Points"):

      o  EXCELLENT PERFORMANCE          90 - 100%

      o  GOOD PERFORMANCE               75 - 89%

      o  FAIR PERFORMANCE               60 - 74%

      o  LESS THAN FAIR PERFORMANCE      0 - 59%

In  addition,  the  Committee  may  adjust the  Weighted  Points  assigned  to a
participant  for any unpaid  leaves of absence  regardless  of the nature of the
leave. Each participant shall receive an Incentive Award equal to the product of
his or her  Weighted  Points  multiplied  by the "Point  Value." The Point Value
shall  be  equal  to (i) the  amount  of the  Bonus  Pool,  divided  by (ii) the
aggregate  Points (before  adjustments)  awarded to  participants  for each Plan
Year.

Any  amounts  remaining  in the Bonus  Pool  following  the  calculation  of the
Incentive  Awards  pursuant to the  preceding  paragraph  shall be available for
discretionary  distribution  by the Committee to participants or may be retained
by CCL.

PAYMENT OF INCENTIVE AWARDS

Except as otherwise provided in the section entitled "Participation,"  Incentive
Awards shall be paid on a date  determined by the Committee which is on or prior
to December 31st  following  each Plan Year. At the discretion of the Committee,
advance  partial  payment of Incentive  Awards may be made based on  anticipated
performance  results. At the discretion of the Committee,  special  arrangements
may be made for earlier payment to Early  Termination  Employees.  All Incentive
Awards payable to "officers" of Carnival Corporation as defined by Rule 16a-1 of
the Securities Exchange Act must be reviewed and approved by the Committee prior
to payment.

At the discretion of the Committee,  participants  may elect to defer payment of
all or a portion  of their  Incentive  Awards in  accordance  with and under the
terms of the Carnival  Corporation "Fun Ship"  Nonqualified  Savings Plan or any
successor plan pursuant to Section 409(a) of the Internal Revenue Code.

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DURATION OF PLAN

The Plan will be effective until terminated by the Committee, with the Committee
reserving the right to modify how the Bonus Pool is calculated.

AMENDMENT OF PLAN

The  Committee  may amend the Plan  from  time to time in such  respects  as the
Committee may deem advisable.

GOVERNMENTAL AND OTHER REGULATIONS

The Plan shall be subject to all  applicable  federal and state laws,  rules and
regulations  and such  approvals by any  governmental  or  regulatory  agency or
national securities exchange, as may be required.


Approved by the  Compensation  Committee:  July 5, 2005; and amended January 16,
2007

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