EXHIBIT 10.1

 RETIREMENT AND CONSULTING AGREEMENT

     AGREEMENT made this 26th day of November, 1999 between CARNIVAL
CORPORATION, having its principal place of business at 3655 N.W. 87th Avenue,
Miami, Florida 33178, and its wholly owned subsidiary, Holland America Line-
Westours Inc., having its principal place of business at 300 Elliott Avenue
West, Seattle, Washington 98119 (collectively, the "Companies") and Alton Kirk
Lanterman, ("Lanterman"), residing at 714 W. Galer Street, Seattle, Washington,
98119.

                             RECITALS

     A.     Lanterman has served as Chairman or President and Chief Executive
          Officer of Holland America Line-Westours Inc. ("HAL") since January
          1989, and has performed exemplary service during said years.

     B.     The Companies desire to compensate Lanterman for such exemplary
          service by way of retirement pay.

     C.     The Companies desire to retain Lanterman's consulting services
          following such retirement on the terms set forth in this Agreement.

     IN CONSIDERATION of past services as related above and the consulting
services related below, it is agreed as follows:

     1.     Compensation For Past Services and Consulting Services

          1.1   For a period of fifteen (15) years following the date of
               retirement by Lanterman from active services with the Companies
               (the "Retirement Date"), the Companies shall pay to Lanterman, in
               monthly installments of $120,198, an annual compensation of
               $1,442,376.

          1.2   In the event of Lanterman's death prior to the Retirement Date,
               or prior to the fifteenth anniversary of the Retirement Date, the
               unpaid balance of this total compensation ($21,635,640) shall be
               paid in full to Lanterman's estate within 30 days of his death.
               The unpaid balance shall be its then present value calculated by
               utilization of an interest rate of 8.5% per year.


     2.     Consulting Services

Commencing on the Retirement Date and for a period of fifteen (15) years,
Lanterman agrees to perform consulting services for the Companies in regard to
the business operations of HAL upon the specific written request of the
Companies.  Such services shall be provided during normal business hours, on
such dates, for such time and at such locations as shall be agreeable to
Lanterman.  Such services shall not require more than five (5) hours in any
calendar month, unless expressly consented to by Lanterman, whose consent may be
withheld for any reason whatsoever.  The Companies will reimburse Lanterman for
any out-of-pocket expenses incurred by him in the performance of said services.

     3.     Independent Contractor

          Lanterman acknowledges that commencing on the Retirement Date, he will
be solely an independent contractor and consultant.  He further acknowledges
that he will not consider himself to be an employee of the Companies, and will
not be entitled to any of the Companies employment rights or benefits.

     4.     Confidentiality

          Lanterman will keep in strictest confidence, both during the term of
this Agreement and subsequent to termination of this Agreement, and will not
during the term of this Agreement or thereafter disclose or divulge to any
person, firm or corporation, or use directly or indirectly, for his own benefit
or the benefit of others, any confidential information of the Companies,
including, without limitation, any trade secrets respecting the business or
affairs of the Companies which he may acquire or develop in connection with or
as a result of the performance of his services hereunder.  In the event of an
actual or threatened breach by Lanterman of the provisions of this paragraph,
the Companies shall be entitled to injunctive relief restraining Lanterman from
the breach or threatened breach as its sole remedy. The Companies hereby waive
their rights for damages, whether consequential or otherwise.

     5.     Enforceable

          The provisions of this Agreement shall be enforceable notwithstanding
the existence of any claim or cause of action of Lanterman against the
Companies, or the Companies against Lanterman, whether predicated on this
Agreement or otherwise.

     6.     Applicable Law

          This Agreement shall be construed in accordance with the laws of the
State of Washington, and venue for any litigation concerning an alleged breach
of this Agreement shall be in King County, Washington, and the prevailing party
shall be entitled to reasonable attorney's fees and costs incurred.

      7.     Entire Agreement

          This Agreement contains the entire agreement of the parties relating
to the subject matter hereof. A similar agreement of November 1998 shall become
null and void upon the execution of this Agreement.  Any notice to be given
under this Agreement shall be sufficient if it is in writing and is sent by
certified or registered mail to Lanterman or to the Companies to the attention
of the President, or otherwise as directed by the Companies, from time to time,
at the addresses as they appear in the opening paragraph of the Agreement.

     8.     Waiver

          The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach.

     IN WITNESS WHEREOF, the Companies and Lanterman have duly executed this
agreement as of the day and year first above written.


                                   CARNIVAL CORPORATION


                                   By: /s/ Howard S. Frank
                                          Its: Vice Chairman and COO

                                          HOLLAND AMERICA LINE-
                                          WESTOURS INC.


                                          By: /s/ Larry D. Calkins
                                          Its: Vice President -
                                               Finance

                                   /s/ Alton Kirk Lanterman
                                   Signature


                                   Alton Kirk Lanterman
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