Exhibit 10.1

                                  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 December 31, 2004, unless otherwise noted,
as follows:

1.    The following  paragraph shall be added to Article 1 of the Plan after the
      first paragraph therein:

            Effective  December 31, 2004,  the Cunard Line Limited  Nonqualified
            Savings Plan (the "Cunard Plan") is merged into this Plan.

2.    Effective  January 1, 2005,  Section  2.12 of the Plan shall be amended to
      read as follows:

                  2.12  Employer  means  the  Company,  Carnival  Cruise  Lines,
            Seabourn  Cruise  Line   (including  any  of  its   subsidiaries  or
            affiliates),  Carnival Tours, Inc., Blue Seas Distributor,  Carnival
            Management Services,  Inc., Intercon,  Carnival Maritime Management,
            Concord  Nopal,  Hamilton  Personnel,  Hamilton  Properties  or  any
            Affiliated Company which has adopted this Plan under Section 10.2.

3     Effective  January 1, 2004,  Section  2.27 of the Plan shall be amended to
      read as follows:

                  2.27   Termination   of  Employment   means  a   Participant's
            termination of employment with an Employer,  an Affiliated  Company,
            or  with  Carnival  plc  (including  any  of  its   subsidiaries  or
            affiliates)  whether  voluntary  or  involuntary,  for  any  reason,
            including but not limited to quit, discharge,  Retirement,  death or
            Permanent Disability,  and other than for Parental Leave,  Permitted
            Leave,  transfers from shoreside  employment to shipboard employment
            (or vice-versa),  or transfers between an Employer and an Affiliated
            Company.

4.    The first sentence in Section 2.14 of the Plan shall be amended to read as
      follows:

                  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 (working either shipboard or shoreside), 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

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            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.

5.    A new  paragraph  shall be added to the end of Section  3.1 of the Plan to
      read as follows:

            Notwithstanding the foregoing,  any individual whose account balance
            under the Cunard Line Limited Nonqualified Savings Plan (the "Cunard
            Plan") was transferred to this Plan pursuant to the merger effective
            December 31, 2004 (the "merger date"), shall become a Participant in
            this Plan as of the merger date. However, any such Participant shall
            not be eligible to make further  deferrals under this Plan unless he
            or she becomes an Eligible Employee as defined under this Plan.