Exhibit
            10.77


             


            
            CARNIVAL CORPORATION


            
            EXECUTIVE RESTRICTED STOCK AGREEMENT


             


            
            THIS AGREEMENT (the
            “Agreement”), is made
            effective as of ______, ____, (hereinafter the
            “Grant Date”) between
            Carnival Corporation, a corporation organized under the laws of the Republic of Panama
            (the “Company”), and
            ________________ (the
            “Executive”), pursuant
            to the amended and restated Carnival Corporation 2002 Stock Plan (the
            “Plan”) and that certain
            Executive Long-Term Compensation Agreement effective as of January 15, 2008
            between the Company and Executive (the
            “LTCA”).


            R
            E C I T A L S:


             


            
            WHEREAS, the Company has adopted the amended and restated Carnival
            Corporation 2002 Stock Plan pursuant to which awards of restricted Shares may be
            granted; and


            
            WHEREAS, the Company desires to grant Executive an award of restricted
            Shares pursuant to the terms of this Agreement, the LTCA and the Plan.


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


            
                	
                            
                            1.

                        	
                            
                            Grant of Restricted
                            Stock.

                        


            


            
            Subject to the terms and conditions set forth in the Plan, the LTCA and
            in this Agreement, the Company hereby grants to Executive a Restricted Stock Award
            consisting of ____ Shares (the “Restricted
            Stock”). The Restricted Stock is subject to the
            restrictions described herein, including forfeiture under the circumstances described
            in Section 5 hereof (the
            “Restrictions”). The
            Restrictions shall lapse and the Restricted Stock shall become nonforfeitable in
            accordance with Section 3 and Section 5 hereof.


            
                	
                            
                            2.

                        	
                            
                            Incorporation by Reference, Etc.

                        


            


            
            The provisions of the Plan are hereby incorporated herein by reference.
            Except as otherwise expressly set forth herein, this Agreement shall be construed in
            accordance with the provisions of the LTCA and the Plan. Any capitalized terms not
            otherwise defined in this Agreement shall have the definitions set forth in the Plan.
            The terms of the LTCA shall control in the event of a conflict with the provisions of
            this Agreement or the Plan. 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 Executive and his legal
            representative in respect of any questions arising under the Plan or this
            Agreement.


            
                 
            


             

            
            

            

            


            	
                        
                        3.

                    	
                        
                        Lapse of Restriction.

                    


            
            Except as otherwise provided in Section 5 hereof, and contingent upon
            Executive’s continued employment with the Company, the Restrictions with respect
            to the Restricted Stock shall lapse on the third anniversary of the Grant Date.
            Notwithstanding the foregoing, the Committee shall have the authority to remove the
            Restrictions on the Restricted Stock whenever it may determine that, by reason of
            changes in applicable laws or other changes in circumstances arising after the Grant
            Date, such action is appropriate.


            
            Any shares of Restricted Stock for which the Restrictions have lapsed or
            been removed shall be referred to hereunder as “released
            Restricted Stock.”


            
                	
                            
                            4.

                        	
                            
                            Certificates.

                        


            


            
            Certificates evidencing the Restricted Stock shall be issued by the
            Company and shall be registered in Executive 's name on the stock transfer books of the
            Company promptly after the date hereof. Subject to Section 6 hereof, the certificates
            evidencing the Restricted Stock shall remain in the physical custody of Executive or
            Executive’s legal representative at all times prior to the date such Restricted
            Stock becomes released Restricted Stock.


            
                	
                            
                            5.

                        	
                            
                            Effect of Termination of
                            Employment.

                        


            


            
            Notwithstanding anything herein to the contrary, all unreleased
            Restricted Stock issued hereunder shall be forfeited upon the occurrence of any event
            set forth in Section 3 of Executive’s LTCA. In addition, in the event the
            Executive terminates by reason of death or Disability, the Restrictions on the
            Restricted Stock shall lapse on the date of Executive’s death or Disability and
            the Restricted Stock shall become Released Restricted Stock.


             


            
                	
                            
                            6.

                        	
                            
                            Rights as a
                            Shareholder.

                        


            


            
            Executive shall be the record owner of the Restricted Stock unless and
            until such shares are forfeited pursuant to Section 3 or 5 hereof, and as record owner
            shall be entitled to all rights of a common shareholder of the Company;
            provided that the Restricted Stock shall be
            subject to the limitations on transfer and encumbrance set forth in this Agreement. As
            soon as practicable following the lapse or removal of Restrictions on any Restricted
            Stock, Executive shall return the certificate representing such released Restricted
            Stock to the company and the Company shall deliver to Executive or Executive’s
            legal representative a replacement certificate for such released Restricted Stock with
            the restrictive legend removed. In the event the Restricted Stock is forfeited pursuant
            to Section 5 hereof, Executive shall immediately return the certificate evidencing such
            forfeited unreleased Restricted Stock to the Company and Executive's name shall be
            removed from the stock transfer books of the Company.


            
                 
            


            
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                        7.

                    	
                        
                        Restrictive Legend.

                    




            
            All certificates representing Restricted Stock shall have affixed
            thereto a legend in substantially the following form, in addition to any other legends
            that may be required under federal or state securities laws:


            
            TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS
            RESTRICTED PURSUANT TO THE TERMS OF THE CARNIVAL CORPORATION 2002 STOCK PLAN, AS
            AMENDED FROM TIME TO TIME, AND A RESTRICTED STOCK AGREEMENT, DATED AS OF _______,
            BETWEEN CARNIVAL CORPORATION AND ___________. COPIES OF SUCH PLAN AND AGREEMENT ARE ON
            FILE AT THE OFFICES OF CARNIVAL CORPORATION.


            
             


            
                	
                            
                            8.

                        	
                            
                            Transferability.

                        


            


            
            The Restricted Stock may not, at any time prior to becoming released
            Restricted Stock, be assigned, alienated, pledged, attached, sold or otherwise
            transferred or encumbered by Executive, and any such purported assignment, alienation,
            pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
            against the Company;
            provided,
            that, the designation of a beneficiary
            shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
            encumbrance. Notwithstanding the foregoing, unreleased Restricted Stock may be
            transferred by the Executive, without consideration, to a Permitted Transferee in
            accordance with Section 9(h) of the Plan.


            
                	
                            
                            9.

                        	
                            
                            Withholding; Section 83(b)
                            Election.

                        


            


            
            Executive agrees to make appropriate arrangements with the Company for
            satisfaction of any applicable federal, state or local income tax withholding
            requirements or like requirements, including the payment to the Company upon the lapse
            or removal of Restrictions on any Restricted Stock (or such later or earlier date as
            may be applicable under Section 83 of the Code), or other settlement in respect
            of, the Restricted Stock of all such taxes and requirements and the Company shall be
            authorized to take such action as it deems necessary (including, without limitation,
            requiring the Executive to return the released Restricted Stock to the Company and/or
            withholding amounts from any compensation or other amount owing from the Company or its
            Affiliates to Executive) to satisfy all obligations for the payment of such taxes.
            Executive may make an election pursuant to Section 83(b) of the Code in respect of
            the Restricted Stock and, if he does so, he shall timely notify the Company of such
            election and send the Company a copy thereof. Executive shall be solely responsible for
            properly and timely completing and filing any such election.


            
                	
                            
                            10.

                        	
                            
                            Miscellaneous.

                        


            


            
            (a)       
            Notices. Any and all notices, designations,
            consents, offers, acceptances and any other communications provided for herein shall be
            given in writing and shall be


             


            
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            delivered either personally or by registered or certified mail, postage
            prepaid, which shall be addressed as follows:


            
                	
                            
                             

                        	
                            
                            If to Executive:

                        	
                            
                            To the address specified in the Company’s
                            records.

                        


            


            
                	
                            
                             

                        	
                            
                            If to the Company to:

                        	
                            
                            Carnival Corporation

                        


            


            
                	
                            
                             

                        	
                            
                            3655 N.W. 87th Avenue

                        


            


            
                	
                            
                             

                        	
                            
                            Miami, Florida 33178-2428

                        


            


            
                	
                            
                             

                        	
                            
                            Attn.: General Counsel

                        


            


            
            (b)       
            No Right to Continued Employment. Nothing
            in the Plan or in this Agreement shall confer upon Executive any right to continue in
            the employ of the Company or shall interfere with or restrict in any way the right of
            the Company, which are hereby expressly reserved, to remove, terminate or discharge
            Executive at any time for any reason whatsoever, with or without, Cause.


            
            (c)       
            Bound by Plan. By signing this Agreement,
            Executive acknowledges that he has received a copy of the Plan and has had an
            opportunity to review the Plan and agrees to be bound by all the terms and provisions
            of the Plan.


            
            (d)       
            Successors. The terms of this Agreement
            shall be binding upon and inure to the benefit of the Company, its successors and
            assigns, and on Executive and the beneficiaries, executors, administrators, heirs and
            successors of Executive.


            
            (e)       
            Invalid Provision. The invalidity or
            unenforceability of any particular provision hereof shall not affect the other
            provisions hereof, and this Agreement shall be construed in all respects as if such
            invalid or unenforceable provision had been omitted.


            
            (f)        
            Modifications. No change, modification or
            waiver of any provision of this Agreement shall be valid unless the same be in writing
            and signed by the parties hereto.


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


            
            (h)       
            Governing Law. This Agreement and the
            rights of Executive hereunder shall be construed and determined in accordance with the
            laws of the State of Florida.


            
            (i)        
            Headings. The headings of the Sections
            hereof are provided for convenience only and are not to serve as a basis for
            interpretation or construction, and shall not constitute a part, of this
            Agreement.


             


            
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            (j)        
            Counterparts. This Agreement may be
            executed in counterparts, each of which shall be deemed an original, but all of which
            together shall constitute one and the same instrument.


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


            
            CARNIVAL CORPORATION


            
             


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            _______________________________

                        


            


            
             


            
             


             


            
            ACCEPTED AND AGREED THIS _____


            DAY
            OF _____________.


             


            
            _____________________________


             


            
            Executive


             


             


             


             


            
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