Exhibit 10.2

                                  AMENDMENT TO
                            THE CARNIVAL CORPORATION
          NONQUALIFIED RETIREMENT PLAN FOR HIGHLY COMPENSATED EMPLOYEES

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      Carnival Corporation Nonqualified Retirement Plan For Highly Compensated
Employees (the "Plan") is hereby amended, effective January 1, 2003, as follows:

(1)   Section 1.9 of the Plan is amended to read as follows:

      1.9   Compensation - all cash remuneration paid or made available for any
            Plan Year by an Employer to an Employee for the Employee's services
            as salary, wages, commissions and including (a) bonuses (including
            deferred bonus amounts earned but not received during the Plan
            Year), (b) pay at premium rates (holiday, overtime or other), (c)
            workers' compensation payments made by the Employer, (d) any amounts
            contributed on behalf of the Employee to a cafeteria plan or cash or
            deferred arrangement and not includible in income under Section 125
            or 402(g) of the Internal Revenue Code and (e) and amounts
            (including bonuses) deferred under The Carnival Corporation "Fun
            ShipSM" Qualified and Nonqualified Savings Plans, but excluding (1)
            any other amounts paid for that Plan Year on account of the Employee
            under this Plan or under any other employee pension benefit plan (as
            defined in Section 3(2) of ERISA), (2) any other amounts which are
            not includible in the Employee's income for federal income tax
            purposes and (3) any income attributable to the Company's stock
            programs or other fringe benefit programs. Employee's Compensation
            shall not exceed the maximum compensation rate under section
            401(a)(17) of the Code (determined without regard to the 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). Effective for Eligible Employees
            (other than Eligible Employees who are participating in The Carnival
            Corporation "Fun ShipSM" Nonqualified Savings Plan and receiving
            Company contributions under that plan) who are actively employed by
            an Employer (which solely for this purpose shall include Eligible
            Employees employed within the controlled group of the Company as
            determined under Sections 414(b), (c) or (m) of the Internal Revenue
            Code) on or after December 20, 2002, an Eligible Employee's
            Compensation for periods on and after January 1, 1989 shall not be
            limited by the preceding sentence.

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(2)   Section 6.1 of the Plan is amended to read as follows:

                  6.1 Election of Form of Distribution.Error! Bookmark not
            defined. Subject to Section 6.4, a Participant shall be entitled to
            elect, subject to Section 6.7, to receive distribution of his Vested
            Interest in one of the following methods:

                        (a) Life with 5-Year Certain Benefit -- an annuity for
            the life of the Participant, but if the Participant dies within 5
            years of his Annuity Starting Date, the annuity is payable to the
            Participant's Beneficiary for the remainder of that 5-year period;

                        (b) Life with 10-Year Certain Benefit -- an annuity for
            the life of the Participant, but if the Participant dies within 10
            years of his Annuity Starting Date, the annuity is payable to the
            Participant's Beneficiary for the remainder of that 10-year period;

                        (c) Qualified Joint and Survivor Annuity -- an annuity
            for the life of the Participant with a survivor annuity for the life
            of the Participant's spouse, where the survivor annuity is either
            50% or 100% of the amount payable during the joint lives of the
            Participant and the Participant's spouse;

                        (d) Single cash distribution of the full amount payable
            - the Actuarial Equivalent present value of the Participant's Vested
            Interest payable at his Normal Retirement Date. This method will
            become available only after January 1, 1994 for any Participant or
            Beneficiary entitled to but not yet receiving monthly payments.

                        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.

                        In the absence of an effective election under this
            Section 6.1, subject to Section 6.7, a Participant shall be deemed
            to have elected a distribution in the form of 50% Qualified Joint
            and Survivor Benefit if Participant is married at time benefits are
            to begin or the Life with 5-Year Certain Benefit if Participant is
            not married at time benefits are to begin. A Participant may change
            his or her election after the Participant's Early Retirement Date
            only if such change is effective more than one year after the date
            of the change and only if the Retirement Committee, in its
            discretion, decides to honor the Participant's election. The
            Retirement Committee may in any event honor a Participant's election
            or may choose any other form or timing of distribution.