Exhibit 10.3

                                  AMENDMENT TO
                            THE CARNIVAL CORPORATION
                    "FUN SHIP(sm)" NONQUALIFIED SAVINGS PLAN

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      The Carnival Corporation "Fun Ship(sm)" Nonqualified Savings Plan (the
"Plan") is hereby amended, effective January 1, 2003, as follows

(1)   Section 2.8 is amended to read as follows:

            2.8 Eligible Earnings shall be determined for purposes of a
Participant's Employee Deferral Contributions and the Matching Contributions and
Profit-Sharing Contributions made on the Participant's behalf as follows:

            (a) For purposes of a Participant's Employee Deferral Contributions
      for any payroll period, the Participant's Eligible Earnings shall consist
      of: (1) the following amounts received by the Participant for such payroll
      period: the Participant's regular base wages or salary, commissions,
      overtime, holiday pay, retroactive pay, workers' compensation payments
      made by the Employer, benefit hour payments, and discretionary bonuses
      that are not deferred under Section 4.4; plus (2) the amounts deferred for
      such payroll period under Section 4.1 and under any plan maintained by the
      Employer under Code Section 125 or 401(k).

            (b) For purposes of any Matching Contributions made on behalf of a
      Participant for any payroll period, the Participant's Eligible Earnings
      shall consist of: (1) the following amounts received by the Participant
      for such payroll period: the Participant's base wages or salary,
      commissions, overtime, holiday pay, retroactive pay, workers' compensation
      payments made by the Employer, benefit hour payments, and discretionary
      bonuses that are not deferred under Section 4.4; (2) any discretionary
      bonuses that would have been received in such payroll period but are
      deferred under Section 4.4; plus (3) the amounts deferred for such payroll
      period under Section 4.1 and under any plan maintained by the Employer
      under Code Section 125 or 401(k).

            (c) For purposes of any Profit-Sharing Contributions made on behalf
      of a Participant for any Plan Year, the Participant's Eligible Earnings
      shall consist of: (1) the following amounts received by the Participant
      for such Plan Year: the Participant's regular base wages or salary,
      commissions, overtime, holiday pay, retroactive pay, workers' compensation
      payments made by the Employer, benefit hour payments, and discretionary
      bonuses actually received in such Plan Year; plus (2) the amounts deferred
      for the Plan Year under Section 4.1 and under any plan maintained by the
      Employer under Code Section 125 or 401(k). Notwithstanding anything herein
      contained to the contrary, amounts earned during a Plan Year but deferred
      to future Plan Years shall not be included in a Participant's Eligible
      Earnings in the Plan Year in which it was earned, but rather in the Plan
      Year in which such deferred amount is actually paid. Solely for purposes
      of determining the amount of a Participant's Profit-Sharing Contribution,
      Eligible Earnings in excess of the maximum compensation rate under Code
      Section 401(a)(17) (determined without regard to the

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      reduction to $150,000 (i.e., $250,000 for 1996) as further indexed for
      cost of living by reference to the annual percentage change of the CPI-U,
      U.S. City Average, All Items (non-seasonally adjusted) for the period from
      August to August of the preceding year (i.e., the annual change published
      in September of the year prior to the year the compensation limit is in
      effect)) shall be disregarded. Effective December 22, 2002, the
      compensation limit described in the preceding sentence will no longer
      apply for purposes of determining Eligible Earnings under this Plan.

Notwithstanding the foregoing, the term "Eligible Earnings" for any purpose
under the Plan shall not include any fringe benefits (such as stock option
exercise, car allowances and relocation reimbursements). Further, the term
"Eligible Earnings" for any purpose under the Plan shall not include any
payments made pursuant to any long term disability plan or arrangement.

(2)   Section 2.14 is amended to read as follow:

            2.14 Hour of Service means an hour for which an Employee directly or
      indirectly receives, or is entitled to receive, remuneration from an
      Employer or an Affiliated Company in relation to his employment, including
      hours credited for vacation, holiday, sickness or disability (which shall
      be credited to the Employee with respect to the period for which
      remuneration is paid) and hours for which back pay has been paid, awarded
      or agreed to (irrespective of mitigation of damages) by the Employer or
      Affiliated Company, which shall be credited to the Employee for the period
      to which the award or agreement pertains rather than the period in which
      the award or agreement is made. Notwithstanding the foregoing, the
      following special rules shall apply in determining an Employee's Hours of
      Service:

                  (a) An Employee who is classified as "exempt" or "salaried" by
            his Employer shall be credited with 90 Hours of Service for each
            bi-weekly period in which the Employee is credited with at least one
            Hour of Service, and an Employee who is classified as "non-exempt"
            or "hourly" by his Employer shall be credited with the actual number
            of Hours of Service credited under this Section 2.14.

                  (b) In no event shall more than 501 Hours of Service be
            credited to an Employee on account of any single period (other than
            any period of paid Permitted Leave) during which the Employee
            performs no duties.

                  (c) In no event shall an Employee be credited with any Hours
            of Service for which the Employee directly or indirectly receives,
            or is entitled to receive, remuneration from any entity before it
            becomes an Affiliated Company.

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                  (d) Hours of Service shall be credited to an Employee in
            accordance with the records of the Employee's Employer and
            Department of Labor Regulations Section 2530.200b-2.

                  (e) Only that shipboard or shoreside service with the Employer
            on or after November 14, 1974, shall constitute an Hour of Service.

                  (f) If a Participant transfers directly from an Affiliated
            Company to any company in which the Company holds an equity interest
            (but that is not an Affiliated Company), service with such company
            shall be counted solely for purposes of determining a Participant's
            vested interest in Matching and Profit-Sharing Contributions under
            Article 5 of the Plan. Service with such company shall not be
            credited if it occurs prior to the date the individual became a
            Participant in the Plan or after the Participant works at any entity
            in which the Company does not hold an equity interest.

                  (g) Effective January 1, 2003, notwithstanding anything herein
            contained to the contrary, shipboard and shoreside service completed
            by a Participant for the benefit of an Affiliated Company that has
            not adopted this Plan pursuant to Section 10.2 hereof that was
            performed prior to the date the individual became a Participant in
            the Plan shall be counted for all purposes under this Plan.

(3)   Section 7.1 is amended to read as follows:

      7.1 Form and Timing of Distribution: Each Participant shall elect the form
and timing of the distribution with respect to the entire vested portion of his
Participant Account at such time and in the manner authorized by the Retirement
Committee. Any distribution election made under this Plan shall supersede any
form and timing distribution election made under the Carnival Corporation
Nonqualified Deferred Compensation Plan.

                  (a) Form of Payment: The Participant's election shall indicate
            the form of distribution of the entire vested portion of his
            Participant Account in a lump sum or monthly installments over 5,
            10, 20 or 30 years.

                  (b) Time of Payment: The Participant's election shall indicate
            that payment shall be made (in the case of a lump sum election) or
            shall commence (in the case of an installment election):

                  (1) as soon as administratively practicable following the
            Participant's Termination of Employment;

                  (2) as soon as administratively practicable following the
            calendar year of the Participant's Termination of Employment;

                  (3) in the month following the earlier of (A) the
            Participant's attainment of age 55 and 15 Years of Service, or (B)
            the Participant's attainment of age 65, provided that the
            Participant is no longer employed as of such date; or

                  (4) in a specific month and year.

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Notwithstanding the foregoing, if a Participant elects his distribution to be
made or commenced in accordance with paragraph (3) above, and such date falls
before the Participant's Termination of Employment, the Participant's
distribution shall be made or commenced in accordance with paragraph (1) above.
Further, if a Participant elects his distribution to be made or commenced in
accordance with paragraph (4) above, and such date falls before the
Participant's Termination of Employment, the Participant must complete new
designations and authorizations pursuant to Section 3.2 in order to continue
making Employee Deferral Contributions and/or Bonus Deferrals, and to continue
receiving Matching Contributions and/or Profit-Sharing Contributions on his
behalf.

Notwithstanding the foregoing, subject to the approval of the Retirement
Committee or their designee, a Participant may change his form and timing
election applicable to his Participant Account once in any twelve (12) month
period, provided that such request to change is made at least twelve (12)
consecutive months prior to the date on which such distribution would otherwise
have been made or commenced.

Notwithstanding the foregoing, if the value of the vested portion of a
Participant's Account is $5,000 or less as of the Participant's Termination of
Employment, the Participant shall be the paid the entire vested portion of his
Account as a lump sum as soon as administratively practicable following the
Participant's Termination of Employment.