Exhibit 10.4

                                     Form of
                              CARNIVAL CORPORATION
                         RESTRICTED STOCK UNIT AGREEMENT

      Carnival  Corporation  (the  "Company"),  having  heretofore  adopted  the
Carnival  Corporation  2002 Stock Plan (as amended through the date hereof) (the
"Plan"),   hereby  irrevocably  grants  to  ______________   (the  "Executive"),
effective  ____________  (the "Grant Date"),  a Restricted Stock Unit Award (the
"RSU Award"), consisting of __________ restricted stock units ("RSUs"), which is
in the form of a conditional  allocation of shares in the Company,  on terms and
conditions set forth herein.  Each  capitalized  term used in this Agreement and
not otherwise defined herein shall have the meaning assigned to it in the Plan.

      1. This Agreement  shall be subject to all the terms and provisions of the
Plan, which are incorporated by reference herein and are made a part hereof.  In
the event of any inconsistency  between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.

      2. Each RSU comprised in your RSU Award is  equivalent  to a  hypothetical
investment  in one share of the  Company's  common  stock,  par  value  $1.00 (a
Share). Your RSU Award is in the form of a conditional allocation of Shares that
will be of no effect until expiry of the  Restricted  Period and  attainment  of
certain vesting criteria. Subject to Section 3 of this Agreement, the Restricted
Period applying to the RSUs shall expire ___________________;  provided however,
that  where the  release  of the RSU  Award  would be  prohibited  by law or the
Company's  dealing rules the Restricted Period will be extended until the expiry
of the prohibition.

      3. Notwithstanding the provisions of paragraph 2, if (i) there is a Change
of Control or (ii) the Executive's employment with the Company or any Subsidiary
shall  terminate  by reason of his or her death or  Disability,  the  Restricted
Period  shall  expire  as to 100%  of the  RSUs.  Upon  the  termination  of the
Executive's  employment  with the Company or any Subsidiary for any reason other
than death or Disability,  all of the RSUs as to which the Restricted Period has
not expired  shall be  forfeited  and all rights of the  Executive in respect of
such RSUs shall terminate without further obligation on the part of the Company.

      The RSUs and the  rights  evidenced  hereby  are not  transferable  in any
manner  other  than  by  will  or by  the  laws  of  descent  and  distribution.
Notwithstanding  the above,  the Company shall  recognize the  Executive's  duly
executed Beneficiary  Designation Form on file with the Company, in the event of
the Executive's death prior to the expiration of the Restricted Period.

      4. No Shares shall be issued at the Grant Date in respect of the RSUs, and
the Executive  shall have no rights (whether legal or beneficial) as a holder of
Shares in respect of the RSUs.  The  Company  shall not be required to set aside
any fund for the payment of the RSUs.

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      5. Pending the  expiration  of the  Restricted  Period,  each RSU shall be
credited  with  dividend  equivalents  equal  to the  value  of cash  and  stock
dividends  paid with  respect  to one  Share,  and such cash and stock  dividend
equivalents  shall be withheld by the Company for the Executive's  account,  and
interest shall be credited on the amount of cash dividend  equivalents  withheld
at a rate of __% per annum,  in accordance with such terms as are established by
the Committee.  The cash dividend  equivalents and stock dividend equivalents so
withheld and attributable to any particular RSU, and earnings thereon,  shall be
distributed to the Executive  upon the settlement of the RSU in accordance  with
Section 6 of this Agreement and, if such RSU is forfeited,  the Executive  shall
have no right to such cash dividend  equivalents,  stock dividend equivalents or
earnings thereon.

      6. Upon the expiration of the Restricted Period with respect to RSUs which
have not been forfeited in accordance  with the second  sentence of Section 3 of
this  Agreement,  the  Company  shall  deliver to the  Executive,  or his or her
beneficiary,  without  charge  one Share for each RSU with  respect to which the
Restricted Period has expired and the dividend equivalents associated therewith.
The dividend equivalents shall be settled in Shares the number of which shall be
equal to the accumulated value of the dividend  equivalents and earnings thereon
divided  by the  Fair  Market  Value of one  Share  as of the date on which  the
Restricted  Period lapsed up to the extent such accumulated  value equates whole
Shares.

Following  expiration  of the  Restricted  Period and  attainment of the vesting
criteria  set out in the  Vesting  Schedule  contained  in the  Appendix to this
Agreement  the Company  shall  procure the delivery to you of one Share for each
Restricted Share Unit which has vested.

      7. Nothing in the Plan or this  Agreement  shall confer upon the Executive
any right to  continue in the employ of the  Company or any  Affiliate  or shall
interfere  with  or  restrict  in  any  way  the  right  of the  Company  or any
Subsidiary,  which are  hereby  expressly  reserved,  to  remove,  terminate  or
discharge the Executive at any time for any reason whatsoever,  with or without,
Cause.

      8. Upon the  settlement  of the RSUs in  Shares,  the  Executive  shall be
required as a condition  of such  settlement  to pay to the Company by check the
amount of any tax withholding that the Company determines is required;  provided
that,  the  Executive  may elect to satisfy such tax  withholding  obligation by
having the Company  withhold from the settlement  that number of Shares having a
Fair Market Value equal to the amount of such  withholding;  provided,  further,
that the  number of  Shares  that may be so  withheld  by the  Company  shall be
limited to that number of Shares  having an  aggregate  Fair Market Value on the
date of such  withholding  equal  to the  aggregate  amount  of the  Executive's
federal,  state,  and local tax  liabilities  based upon the applicable  minimum
withholding  rates.  The  Company's  obligation  to deliver any  Shares,  to the
Executive in connection  with the RSU Award shall be subject to the  Executive's
payment of all applicable  federal,  state and local  withholding and employment
taxes. The Company's obligation to deliver Shares in respect of the RSU

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Award shall be subject to all applicable  laws,  rules and  regulations and such
approvals by any governmental agency as may be required.

      9. The Committee  shall have final authority to interpret and construe the
Plan and this Agreement and to make any and all  determinations  under them, and
its decision shall be binding and conclusive  upon the Company,  its Affiliates,
the Executive and the Executive's  legal  representatives  and  beneficiaries in
respect of any questions arising under the Plan or this Agreement.

      10.  This  Agreement  and  the  Plan  contain  the  entire  agreement  and
understanding of the parties hereto with respect to the subject matter contained
herein and supersede all prior communications,  representations and negotiations
in respect thereto.

      11. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Florida  without  regard to the principles of conflicts
of law thereof,  or  principles  of conflicts of laws of any other  jurisdiction
which could cause the application of the laws of any jurisdiction other than the
State of Florida.

      12. The terms and  provisions of this Agreement may be modified or amended
as provided in the Plan.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.

                                      CARNIVAL CORPORATION


                                      ----------------------------------
                                      By:
                                      Title:


                                      ----------------------------------
                                      [Name of Executive]

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                                    Appendix

                   [Vesting Schedule applicable to the Award]