EXHIBIT 10.7


                      AMENDMENT TO THE AMENDED AND RESTATED
                      CARNIVAL PLC 2005 EMPLOYEE SHARE PLAN

The paragraph  between Clause 12.1 (c) and Clause 12.1 (c)(i) of the Amended and
Restated  Carnival plc 2005  Employee  Share Plan was stricken and replaced with
the following:

      "the number or type of shares subject to an Award and the Option Price per
      Share shall be adjusted  or the Awards may be subject to  substitution  in
      such  manner  as the  Committee  may  determine  is fair  and  reasonable,
      PROVIDED THAT:"