EXHIBIT 10.6


                  AMENDMENT TO THE CARNIVAL PLC DEFERRED BONUS
                         AND CO-INVESTMENT MATCHING PLAN

Clause 15.1 (b) of the Carnival plc Deferred  Bonus and  Co-Investment  Matching
Plan was stricken and replaced with the following:

      "(b) The number of Shares  the  subject of a  Participant's  Share  Award,
      Deferred  Share Bonus Award,  LTIP Award,  Matching Award or LTIP Matching
      Award and in which he has no beneficial interest shall be adjusted in such
      manner as the Trustee,  in its absolute discretion with the recommendation
      of the Committee, thinks equitable."