CARNIVAL CORP
AMENDMENT TO THE AMENDED AND RESTATED
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>d58480_ex10-2.txt
<DESCRIPTION>AMENDMENT TO THE AMENDED AND RESTATED
<TEXT>
                                                                    Exhibit 10.2

                                    AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                              CARNIVAL CORPORATION
                             1992 STOCK OPTION PLAN

      WHEREAS, Carnival Corporation (the "Company") sponsors the Amended and
Restated Carnival Corporation 1992 Stock Option Plan (the "Plan"); and

      WHEREAS, Section 16 of the Plan provides that the Board of Directors of
the Company (the "Board") may amend the Plan at any time; provided, that such
amendment complies with all applicable laws, applicable stock exchange listing
requirements and certain other requirements not relevant here, which rights have
been delegated to the Compensation Committee of the Board; and

      WHEREAS, on April 17, 2003, Carnival and Carnival plc completed a dual
listed company ("DLC") transaction, which implemented Carnival Corporation's and
Carnival plc's DLC structure; and

      WHEREAS, effective in late 2003 and/or early 2004, the Company will
transfer ownership of certain of its subsidiaries (the "Relevant Subsidiaries")
so that they will become direct or indirect subsidiaries of Carnival plc (the
"Flip Transaction"), and the Company and Carnival plc may engage in similar
transactions in the future involving the transfer of direct or indirect
subsidiaries of one to become direct or indirect subsidiaries of the other; and

      WHEREAS, Section 7 of the Plan provides, in part, that if an optionee's
employment with the Company or any its "Subsidiaries" (as defined in the Plan)
is terminated, then such optionee will have a specified limited period of time
(depending on the reason for such termination) in which to exercise his or her
vested options; and

      WHEREAS, under the terms of the Plan as currently in effect, the transfer
of ownership of the Relevant Subsidiaries to Carnival plc in the Flip
Transaction will result in a termination of the employment with the Company and
its Subsidiaries for employees of the Relevant Subsidiaries for purposes of the
Plan; and

      WHEREAS, the Board has determined that it is in the best interests of the
Company and the shareholders of the Company and Carnival plc to amend the Plan
to provide that a termination of employment or service for purposes of the Plan
means a termination of employment or service with the Company, Carnival plc and
each their respective affiliates, with the result that the employees of the
Relevant Subsidiaries will not be deemed to have terminated employment for
purposes of the Plan on account of the Flip Transaction, and employees of direct
or indirect subsidiaries of the Company and Carnival plc which are involved in
similar transactions in the future similarly will not be deemed to have
terminated employment for purposes of the Plan on account of such transaction;
and

      WHEREAS, the Company has determined that such an amendment to the Plan
complies with all applicable laws and applicable stock exchange listing
requirements.

      NOW, THEREFORE, the Compensation Committee of the Board hereby amends the
Plan, effective as of November 30, 2003, as follows:

<PAGE>

                                       I.

      Section 7 of the Plan Shall be amended in its entirety to read as follows:

            7. Duration of Options. Each option granted hereunder shall become
            exercisable, in whole or in part, at the time or times provided by
            the Committee, provided, however, that if an Optionee's employment
            with or services to the Company, Carnival plc and their respective
            "Affiliates" (as defined below) shall terminate by reason of death
            or "permanent and total disability," within the meaning of section
            22(e)(3) of the Code ("Disability"), each outstanding option granted
            to such Optionee shall become exercisable in full in respect of the
            aggregate number of shares covered thereby. The Company and Carnival
            plc are hereinafter referred to as the "Combined Group."

            Notwithstanding any provision of the Plan to the contrary, unless
            otherwise provided by the Committee, the unexercised portion of any
            option granted under the Plan shall automatically and without notice
            terminate and become null and void at the time of the earliest to
            occur of the following:

                  (a) the expiration of 10 years from the date on which such
            option was granted;

                  (b) the expiration of one year from the date the Optionee's
            employment with or services to each member of the Combined Group and
            all Affiliates shall terminate by reason of Disability; provided,
            however, that if the Optionee shall die during such one-year period,
            the provisions of subparagraph (c) below shall apply;

                  (c) the expiration of one year from the date of the Optionee's
            death, if such death occurs either (i) during employment or
            retention by a member of the Combined Group or an Affiliate or (ii)
            during the one-year period described in subparagraph (b) above;

<PAGE>

                  (d) the date the Optionee's employment with or services to
            each member of the Combined Group and all Affiliates shall terminate
            by reason of "cause" (as hereinafter defined). Termination by reason
            of "cause" shall mean termination by reason of participation and
            conduct during employment consisting of fraud, felony, willful
            misconduct or commission of any act which causes or may reasonably
            be expected to cause substantial damage to a member of the Combined
            Group or an Affiliate;

                  (e) (i) the expiration of three months from the date the
            Optionee's employment with or services to each member of the
            Combined Group and all Affiliates shall terminate other than by
            reason of death, Disability or termination for cause for options
            which are exercisable on or before the date of termination, and (ii)
            the date the Optionee's employment with or services to each member
            of the Combined Group and all Affiliates shall terminate other than
            by reason of death, Disability or termination for cause for options
            which are not exercisable on the date of termination; and

                  (f) in whole or in part, at such earlier time or upon the
            occurrence of such earlier event as the Committee in its discretion
            may provide upon the granting of such option.

                  The Committee may determine whether any given leave of absence
            constitutes a termination of employment. The options granted under
            the Plan shall not be affected by any change of employment so long
            as the Optionee continues to be an employee of the a member of the
            Combined Group or any of its Affiliates.

                  The Term "Affiliate" means (i) any entity that directly or
            indirectly is controlled by, controls or is under common control
            with the Company or Carnival plc, and (ii) to the extent provided by
            the Committee, any entity in which the Company or Carnival plc has a
            significant equity interest.

<PAGE>

                                       II.

      Section 11 of the Plan shall be amended in its entirety to read as
follows:

            11. Right to Terminate Employment or Service. Nothing in the Plan or
            in any option shall confer upon any Optionee the right to continue
            in the employment or service of a member of the Combined Group or an
            Affiliate or affect the right of a member of the Combined Group or
            an Affiliate to terminate the Optionee's employment or service at
            any time, subject, however, to the provisions of any agreement of
            employment or consultancy between a member of the Combined Group or
            an Affiliate and the Optionee.

                                      III.

      Section 22 of the Plan shall be amended in its entirety to read as
follows:

            22. Exclusion from Pension and Profit-Sharing Computation. By
            acceptance of an option, each Optionee shall be deemed to have
            agreed that such grant is special incentive compensation that will
            not be taken into account in any manner as salary, compensation or
            bonus in determining the amount of any payment under any pension,
            retirement or other employee benefit plan of a member of the
            Combined Group or an Affiliate. In addition, such option will not
            affect the amount of any life insurance coverage, if any, provided
            by a member of the Combined Group or an Affiliate on the life of the
            Optionee which is payable to such beneficiary under any life
            insurance plan covering employees of a member of the Combined Group
            or an Affiliate.

                                       IV.

      Except as set forth herein, the Plan shall remain in full force and
effect.

Approved by the Compensation Committee in November 2003.

</TEXT>
</DOCUMENT>
