EXHIBIT 10.3


                                  AMENDMENT TO
                            THE CARNIVAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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      Carnival Corporation  Supplemental  Executive Retirement Plan (the "Plan")
is hereby  amended as follows  effective,  January 1, 2006  (deletions in square
brackets, additions in all capital letters):

1. The last paragraph of Section 5.1(B) is amended to read as follows:

Notwithstanding  the foregoing,  if a Participant  elects his distribution to be
made or commenced in accordance  with  paragraph (3) above,  and such date falls
before  the   Participant's   Termination  of  Employment,   the   Participant's
distribution  shall be made or commenced in accordance with paragraph (1) above.
Notwithstanding  the  foregoing,  subject  to the  approval  of the  Company,  a
Participant may change his form and timing  election  applicable to his benefit,
provided  that such request to change is made at least  twelve (12)  consecutive
months prior to the date on which such  distribution  would have  otherwise been
made on or  commenced.  SOLELY WITH  RESPECT TO AMOUNTS  ACCRUED  UNDER THE PLAN
WHICH ARE SUBJECT TO CODE SECTION 409A (GENERALLY,  AMOUNTS ACCRUED ON AND AFTER
JANUARY  1,  2005) THE  REQUEST  FOR  CHANGE IN TIMING OF THE  PAYMENT  SHALL BE
DEFERRED FOR A PERIOD OF NOT LESS THAN 5 YEARS FROM THE DATE SUCH PAYMENT  WOULD
OTHERWISE HAVE BEEN PAID (OR, IN THE CASE OF INSTALLMENT  PAYMENTS, 5 YEARS FROM
THE DATE THE FIRST  AMOUNT WAS  SCHEDULED  TO BE PAID).  If a  Participant  dies
before  commencement of distribution of  Participant's  Benefits under the Plan,
such  Benefits  shall  be paid in a lump sum to the  Participant's  Beneficiary,
using the same actuarial assumptions as in the Retirement Plan. If a Participant
dies after  commencement  of distribution of his or her Benefits under the Plan,
the  Participant's  Benefits shall be paid to the  Participant's  Beneficiary in
accordance with the Participant's election.

2. Section 5.3 of the Plan is amended to read as follows:

Tax  Withholding.  SUBJECT TO THE  REQUIREMENTS OF CODE SECTION 409A AND RELATED
OFFICIAL  GUIDANCE  AND [To] TO the extent  required by the law in effect at the
time  benefits are  distributed  pursuant to this  Section 5, the Company  shall
withhold any taxes required by the federal or any state or local government from
payments made hereunder.

3. Section 8.1 of the Plan is amended to read as follows:

Plan  Amendment.  The Plan may be amended or otherwise  modified by the Board OR
ITS DELEGATE,  in whole or in part,  provided that no amendment or  modification
shall divest any Participant of any amount  previously earned under Section 3.1.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY AMENDMENT
OR MODIFICATION BE MADE IN A MANNER THAT IS INCONSISTENT  WITH THE  REQUIREMENTS
UNDER SECTION 409A OF THE CODE, NOR SHALL ANY AMENDMENT,  MODIFICATION  OR OTHER
ACT  OR  EXERCISE  BE  EFFECTIVE  WHICH  INVOLVES  AN   UNINTENTIONAL   MATERIAL
MODIFICATION  (WITHIN THE  MEANING OF CODE  SECTION  409A AND  RELATED  OFFICIAL
GUIDANCE)  WITH  RESPECT TO CODE SECTION 409A  GRANDFATHERED  FUNDS  (GENERALLY,
AMOUNTS DEFERRED BEFORE JANUARY 1, 2005).