Exhibit 10.76


            
            RETIREMENT AGREEMENT


             


            
            THIS RETIREMENT AGREEMENT (“Agreement”) entered into as of
            this 18th day of September 2007, by and between CARNIVAL CORPORATION, a corporation
            organized under the laws of the Republic of Panama (the “Corporation”), and
            ROBERT H. DICKINSON, residing in the County of Miami-Dade, State of Florida (the
            “Employee”).


             


            
            W I T N E S S E T H:


            
            WHEREAS, the Corporation has derived substantial profits and benefits as
            a result of the Employee’s employment;


             


            
            WHEREAS, Employee has decided to retire from the Corporation and resign
            from his employment; and


             


            
            WHEREAS, the Corporation wishes to reward Employee for his past
            contributions during his full-time employment with the Corporation.


             


            
            NOW, THEREFORE, in consideration of the premises and the mutual
            covenants hereinafter set forth, the parties hereto agree as follows:


             


            
            1.        Employee hereby
            resigns from his employment with the Corporation effective November 30, 2007. As a
            result, Employee’s last day to report to work shall be November 30, 2007
            (“Separation Date”).


             
            


            
            2.        Except as otherwise
            stated herein, after the Separation Date, all employee benefits shall cease including
            medical and dental benefits, accidental death and dismemberment
            coverage, stock option grants, life insurance coverage, long term disability coverage,
            benefit time, car lease and other travel benefits. The Corporation will assist the
            Employee with the procurement by him, at his sole cost and expense, of a medical
            insurance policy covering the Employee and his spouse.


             
            


            
            3.         In consideration
            for execution of this Agreement, Employee shall receive a one time -payment of
            $250,000.00 payable in a lump sum on November 30, 2007 or upon expiration of the
            waiting period set forth in the last paragraph of this Agreement, whichever occurs
            later, which is intended to be applied to post-retirement expenses of the Employee,
            such as renting an office, retaining an assistant, acquiring an automobile, and other
            items in his discretion. This amount will be considered taxable wages and subject to
            applicable withholding taxes; voluntary deductions, if applicable, will not be
            deducted. This payment shall be excluded from the calculation for benefits under the
            Supplemental Executive Retirement Plan and the Carnival Corporation Retirement Plan for
            Highly Compensated Employees.


             
            


            
            4.         The Corporation,
            through its Compensation Committee, shall have the full power and authority to
            interpret, construe and administer this Agreement and the


             

            
            

            

             


            
            Corporation’s interpretations and constructions thereof and
            actions thereunder, shall be binding and conclusive on all persons for all purposes. No
            officer or director of the Corporation shall be liable to any person for any action
            taken or omitted in connection with the interpretation and administration of this
            Agreement unless such action or omission is attributable to his own willful misconduct
            or lack of good faith.


             


            
            5.        Nothing contained
            herein shall in any way affect or interfere with the right of the Employee to
            participate in any retirement plan of the Corporation in which he may be entitled to
            participate as an officer or employee of the Corporation.


             
            


            
            6.        In exchange for the
            benefits described herein, Employee does hereby release and discharge Corporation from
            any and all claims, demands and liabilities whatsoever, either known or unknown, which
            Employee ever had or may now have against the Corporation, from the beginning of time
            to the date of this Agreement, including, without limitation, any claims, demands or
            liabilities in connection with Employee’s employment, including wrongful
            termination, breach of express or implied contract, unpaid wages or pursuant to any
            federal, state or local employment laws, regulations, or executive orders prohibiting
            inter alia, age, race, sex, national origin, religion, handicap and disability
            discrimination, such as the Age Discrimination in Employment Act, including The Older
            Worker’s Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the
            Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the
            Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Florida
            Private Sector Whistleblower Act, the Fair Labor Standards Act, the Immigration Reform
            and /Control Act, the Florida Civil Rights, Act, the Miami-Dade County Ordinances (Ch.
            95-67), the Family and Medical Leave Act, the Florida Workers Compensation Retaliation
            Statute (Fla. Stat. Section 440.205), the Florida and Federal Constitutions, and any
            and all other federal, state and local laws and regulations prohibiting, without
            limitation, discrimination in employment, retaliation, conspiracy, tortious or wrongful
            discharge, breach of an express or implied contract, breach of a covenant of good faith
            and fair dealing, intentional and/or negligent infliction of emotional distress,
            defamation, misrepresentation or fraud, negligence, negligent supervision, hiring or
            retention, assault, battery, detrimental reliance, or any other offense. This release
            does not waive rights or claims that may arise after this Agreement is
            executed.


             
            


            
            7.         As further
            consideration of this Agreement, Employee agrees to cooperate fully with
            Corporation’s counsel in connection with any ongoing litigation, governmental
            investigations or subpoenas. Such cooperation includes providing immediate notice to
            Corporation in the event he is served with any subpoenas relating to
            Corporation.


             
            


            
            8.         This Agreement
            will cause any prior written or oral commitment or understanding between the
            Corporation and the Employee pertaining to the benefits described herein to be and
            become null and void. Notwithstanding the foregoing, the following agreements shall
            remain in full force and effect until modified or terminated in accordance with their
            terms: (a) all Nonqualified Stock Option Agreements and Restricted Stock Agreement
            previously entered into between the Employee and the Corporation; (b) the Director
            Appointment Letter dated April 14, 2003, between the Employee and Carnival


             


            
            2


             

            
            

            

             


            plc;
            and (c) the Indemnification Agreement, dated April 17, 2003, between the Employee and
            the Corporation.


             
            


            
            9.        This Agreement shall
            be binding upon and inure to the benefit of the Corporation, its successors and
            assigns, and the Employee, his heirs, designated beneficiaries and personal
            representatives.


             
            


            
            10.      This Agreement shall be construed
            in accordance with and governed by the laws of the State of Florida. Venue and
            jurisdiction shall be vested in the courts serving Miami-Dade County, Florida to the
            exclusion of all others. The parties further agree that any dispute regarding the
            interpretation or application of, or an alleged breach of, this Agreement SHALL BE
            HEARD BY A JUDGE NOT A JURY. The prevailing party in any proceeding shall be entitled
            to its costs and reasonable attorneys’ fees (except to the extent, and only to
            the extent, that the proceeding seeks to challenge the validity of this release under
            the Age Discrimination in Employment Act).


             
            


            
            11.       Employee fully understands
            that if any fact with respect to which this Agreement is executed is found hereafter to
            be other than or different from the facts in that connection now believed to be true,
            he expressly accepts and assumes the risk of such possible difference in fact and
            agrees that this Agreement shall be an remain effective notwithstanding such
            differences in fact.


             


            
            12.       Should any provision of
            this Agreement be declared or determined by any Court to be illegal and invalid, the
            validity of the remaining parts, terms or provisions shall not be affected thereby and
            said illegal and invalid part, term or provision shall be deemed to not be a part of
            this Agreement.


             
            


            
            13.      EMPLOYEE STATES AND ACKNOWLEDGES
            THAT HE HAS CAREFULLY READ THIS FULL AND FINAL RELASE, THAT HE HAS HAD THE OPPORTUNITY
            TO HAVE IT REVIEWED BY AN ATTORNEY OR ANY STATE, FEDERAL OR LOCAL AGENCY OR COMMISSION,
            THAT HE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO
            EMPLOYEE TO SIGN THIS AGREEMENT INCLUDING THE RELEASE THEREIN ARE THOSE STATED HEREIN
            AND THAT EMPLOYEE IS SIGNING THIS AGREEMENT AND RELEASE VOLUNTARILY WITH THE FULL
            INTENT OF RELEASING ALL CLAIMS. Employee, acknowledges and certifies that:


             
            


            
                	
                             
                            

                        	
                            
                            (a)

                        	
                            
                            The Employee has been given at least twenty-one (21)
                            full days within which to consider the Agreement and release and decide
                            whether to sign. Material or non-material changes made in this
                            Agreement after first being provided to Employee do not re-start the
                            running of the 21 day period.

                        


            


             
            


            
                	
                             
                            

                        	
                            
                            (b)

                        	
                            
                            Employee has been advised in writing that he has the
                            right and may consult with an attorney prior to executing the Agreement
                            and acknowledges that he has had the opportunity to consult an
                            attorney.

                        


            


             


            
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                            (c)

                        	
                            
                            With respect to (and only with respect to any claims
                            Employee may have under the Age Discrimination in Employment Act), the
                            Employee has seven days following the execution of this Agreement to
                            revoke his acceptance. The Age Discrimination in Employment Act waiver
                            contained herein shall become effective on the 8th day
                            following execution unless timely revoked. To revoke this Agreement,
                            the Employee should advise the Corporation in writing of his election
                            to revoke within the seven-day period.

                        


            


             


            
                	
                             
                            

                        	
                            
                            (d)

                        	
                            
                            Employee recognizes that he is specifically releasing,
                            among other claim, any claims under the Age Discrimination in
                            Employment Act of 1967 and all amendments thereto, including but not
                            limited to the Older Workers’ Benefit Protection Act.

                        


            


             
            


            
                	
                             
                            

                        	
                            
                            (e)

                        	
                            
                            Employee is not waiving rights or claims that may arise
                            after the date this Agreement is executed.

                        


            


             


            
            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
            of the day and year set forth above.


             
            


            
                	
                             
                            

                        	
                            
                            CARNIVAL CORPORATION

                        


            


             
            


            
                	
                             
                            

                        	
                            
                            By: /s/ Howard S.
                            Frank           

                        
	
                        	
                               Howard S. Frank

                               Vice Chairman and Chief Operating
                        Officer

                        


            


             
            


            
            


            
            Signed, sealed & delivered

 in the presence of:



            
            


            
                	
                            
                            /s/ Sonia
                            Rosario        

                        	
                            
                            /s/ Robert H.
                            Dickinson       

                        


            


            
            ROBERT H. DICKINSON (“Employee”)


            
                	
                            
                            /s/ Janet
                            Simpkins      

                        


            


             


             


             


             


             


             


             


            
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