Exhibit 10.2
AMENDMENT TO
THE CARNIVAL CORPORATION
NONQUALIFIED RETIREMENT PLAN FOR HIGHLY COMPENSATED EMPLOYEES
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Carnival Corporation Nonqualified Retirement Plan For Highly Compensated
Employees (the "Plan") is hereby amended, effective January 1, 2003, as follows:
(1) Section 1.9 of the Plan is amended to read as follows:
1.9 Compensation - all cash remuneration paid or made available for any
Plan Year by an Employer to an Employee for the Employee's services
as salary, wages, commissions and including (a) bonuses (including
deferred bonus amounts earned but not received during the Plan
Year), (b) pay at premium rates (holiday, overtime or other), (c)
workers' compensation payments made by the Employer, (d) any amounts
contributed on behalf of the Employee to a cafeteria plan or cash or
deferred arrangement and not includible in income under Section 125
or 402(g) of the Internal Revenue Code and (e) and amounts
(including bonuses) deferred under The Carnival Corporation "Fun
ShipSM" Qualified and Nonqualified Savings Plans, but excluding (1)
any other amounts paid for that Plan Year on account of the Employee
under this Plan or under any other employee pension benefit plan (as
defined in Section 3(2) of ERISA), (2) any other amounts which are
not includible in the Employee's income for federal income tax
purposes and (3) any income attributable to the Company's stock
programs or other fringe benefit programs. Employee's Compensation
shall not exceed the maximum compensation rate under section
401(a)(17) of the Code (determined without regard to the reduction
to $150,000 (i.e., $250,000 for 1996)) as further indexed for cost
of living by reference to the annual percentage change of the CPI-U,
U.S. City Average, All Items (non-seasonally adjusted) for the
period from August to August of the preceding year (i.e. the annual
change published in September of the year prior to the year the
compensation limit is in effect). Effective for Eligible Employees
(other than Eligible Employees who are participating in The Carnival
Corporation "Fun ShipSM" Nonqualified Savings Plan and receiving
Company contributions under that plan) who are actively employed by
an Employer (which solely for this purpose shall include Eligible
Employees employed within the controlled group of the Company as
determined under Sections 414(b), (c) or (m) of the Internal Revenue
Code) on or after December 20, 2002, an Eligible Employee's
Compensation for periods on and after January 1, 1989 shall not be
limited by the preceding sentence.
(2) Section 6.1 of the Plan is amended to read as follows:
6.1 Election of Form of Distribution.Error! Bookmark not
defined. Subject to Section 6.4, a Participant shall be entitled to
elect, subject to Section 6.7, to receive distribution of his Vested
Interest in one of the following methods:
(a) Life with 5-Year Certain Benefit -- an annuity for
the life of the Participant, but if the Participant dies within 5
years of his Annuity Starting Date, the annuity is payable to the
Participant's Beneficiary for the remainder of that 5-year period;
(b) Life with 10-Year Certain Benefit -- an annuity for
the life of the Participant, but if the Participant dies within 10
years of his Annuity Starting Date, the annuity is payable to the
Participant's Beneficiary for the remainder of that 10-year period;
(c) Qualified Joint and Survivor Annuity -- an annuity
for the life of the Participant with a survivor annuity for the life
of the Participant's spouse, where the survivor annuity is either
50% or 100% of the amount payable during the joint lives of the
Participant and the Participant's spouse;
(d) Single cash distribution of the full amount payable
- the Actuarial Equivalent present value of the Participant's Vested
Interest payable at his Normal Retirement Date. This method will
become available only after January 1, 1994 for any Participant or
Beneficiary entitled to but not yet receiving monthly payments.
Subject to the approval of the Retirement Committee or
their designee, a Participant may change his form and timing
election applicable to his Participant Account once in any twelve
(12) month period, provided that such request to change is made at
least twelve (12) consecutive months prior to the date on which such
distribution would otherwise have been made or commenced.
In the absence of an effective election under this
Section 6.1, subject to Section 6.7, a Participant shall be deemed
to have elected a distribution in the form of 50% Qualified Joint
and Survivor Benefit if Participant is married at time benefits are
to begin or the Life with 5-Year Certain Benefit if Participant is
not married at time benefits are to begin. A Participant may change
his or her election after the Participant's Early Retirement Date
only if such change is effective more than one year after the date
of the change and only if the Retirement Committee, in its
discretion, decides to honor the Participant's election. The
Retirement Committee may in any event honor a Participant's election
or may choose any other form or timing of distribution.