CARNIVAL CORPORATION COMMON STOCK _________________________ UNDERWRITING AGREEMENT [Date]

Exhibit 1.2

CARNIVAL CORPORATION
COMMON STOCK

_________________________

UNDERWRITING AGREEMENT

[Date]

Bear, Xxxxxxx & Co. Inc.,
Xxxxxxx, Sachs & Co.,
As representatives of the several Underwriters
named in Schedule II hereto,
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Carnival Corporation, a Panama corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, an aggregate of 17,000,000
shares of Common Stock, par value $0.1 per share ("Stock") of the Company and
the stockholders of the Company named in Schedule V hereto (the "Selling
Stockholders") propose, subject to the terms and conditions stated herein, to
sell to the Underwriters an aggregate of 2,000,000 shares of Stock. The
aggregate of 19,000,000 shares to be sold by the Company and the Selling
Stockholders is herein called the "Shares."

1. REPRESENTATIONS AND WARRANTIES. (A) The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined at the end of this
Section 1.

(a)If the offering of the Shares is a Delayed Offering (as
specified in Schedule I hereto), paragraph (i) below is applicable and, if the
offering of the Shares is a Non-Delayed Offering (as so specified), paragraph
(ii) below is applicable.

(i) The Company meets the requirements for the use of Form
S-3 under the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
(the file number of which is set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration under the Act of the offering and
sale of the Shares. The Company may have filed one or more amendments thereto,
and may have used a Preliminary Final Prospectus, each of which has previously
been furnished to you. Such registration statement, as so amended, has become
effective. The offering of the Shares is a Delayed Offering and, although the
Basic Prospectus may not include all the information with respect to the Shares
and the offering thereof required by the Act and the rules thereunder to be
included in the Final Prospectus, the Basic Prospectus includes all such
information required by the Act and the rules and regulations thereunder to be
included therein as of the Effective Date. The Company will next file with the
Commission pursuant to Rule 424(b)(2) or (5) a final supplement to the form of
prospectus included in such registration statement relating to the Shares and
the offering thereof. As filed, such final prospectus supplement shall include
all required information with respect to the Shares and the offering thereof
and, except to the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not completed at the Execution
Time, shall contain only such specific additional information and other changes
(beyond those contained in the Basic Prospectus and any Preliminary Final
Prospectus) as the Company has advised you, prior to the Execution Time, will be
included or made therein.

(ii) The Company meets the requirements for the use of Form
S-3 under the Act and has filed with the Commission a registration statement
(the file number of which is set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration under the Act of the offering and
sale of the Shares. The Company may have filed one or more amendments thereto,
including a Preliminary Final Prospectus, each of which has previously been
furnished to you. The Company will next file with the Commission either (x) a
final prospectus relating to the Shares in accordance with Rules 430A and 424(b)
(1) or (4), or (y) prior to the effectiveness of such registration statement, an
amendment to such registration statement, including the form of final
prospectus. In the case of clause (x), the Company has included in such
registration statement, as amended at the Effective Date, all information (other
than Rule 430A Information) required by the Act and the rules thereunder to be
included in the Final Prospectus with respect to the Shares and the offering
thereof. As filed, such final prospectus supplement or such amendment and form
of final prospectus supplement shall contain all Rule 430A Information, together
with all other such required information, with respect to the Shares and the
offering thereof and, except to the extent the Representatives shall agree in
writing to a modification, shall be in all substantive respects in the form
furnished to you prior to the Execution Time or, to the extent not completed at
the Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the Basic Prospectus and any Preliminary
Final Prospectus) as the Company has advised you, prior to the Execution Time,
will be included or made therein.

(b) On the Effective Date, the Registration Statement did or will, and
when the Final Prospectus is first filed (if required) in accordance with
Rule 424(b) and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material respects with

the applicable requirements of the Act, the Securities Exchange Act of 1934
(the "Exchange Act") and the respective rules thereunder; on the Effective
Date, the Registration Statement did not or will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; and, on the Effective Date, the Final Prospectus, if not filed
pursuant to Rule 424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b) and at the Time of Delivery (as defined herein),
the Final Prospectus (together with any supplement thereto) will not,
include any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; PROVIDED,
HOWEVER, that the Company makes no representations or warranties as to the
information contained in or omitted from the Registration Statement or the
Final Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion in the Registration Statement or the Final Prospectus (or any
supplement thereto).

(c) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Final Prospectus any loss or interference
with its business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Final Prospectus, in either case which could reasonably
be expected to have a material adverse effect on the general affairs,
business, financial position, shareholders' equity or results of operations
of the Company and its subsidiaries taken as a whole; and, since the
respective dates as of which information is given in the Registration
Statement and the Final Prospectus, there has not been (i) any change in
the capital stock or increase in long-term debt of the Company on a
consolidated basis other than any increase in the capital stock upon the
issuance of shares or options pursuant to employee stock option or other
benefit plans, pursuant to contracts with officers or employees of the
Company and its subsidiaries, or any increase in long term debt in excess
of $10,000,000, or (ii) any increase in short-term debt of the Company in
excess of $10,000,000 or (iii) any material adverse change, or any
development involving a prospective material adverse change, in or
affecting the general affairs, business, management, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, otherwise than as set forth or contemplated
in the Final Prospectus;

(d) The subsidiaries of the Company listed on Schedule III hereto are
hereinafter referred to as the "Subsidiaries." All other Subsidiaries of
the Company, in the aggregate, do not constitute a "Significant Subsidiary"
as defined in Regulation S-X. The Company and each Subsidiary has good and
marketable title to all real property and good and marketable title to all
personal property owned by it, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Final
Prospectus, such as are identified on Schedule III or IV hereof or such as
in the aggregate do not have and can reasonably be expected in the future
not to have a material adverse effect upon the general affairs, business,
financial position, shareholders' equity or results of operations of the
Company and its subsidiaries, taken as a whole; and any real property and
buildings held under lease by the Company or any of the Subsidiaries are
held by it under valid, subsisting and enforceable leases with such
exceptions described in the Final Prospectus or such

exceptions that in the aggregate do not have and can reasonably be expected
in the future not to have a material adverse effect upon the general
affairs, business, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole;

(e) The Company and each of the Subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing
(where applicable) under the laws of its jurisdiction of incorporation,
with full power and authority (corporate and other), and all necessary
consents, authorizations, approvals, orders, licenses, certificates and
permits of and from, and declarations and filings with, all federal, state,
local and other governmental authorities, to own, lease, license and use
its properties and conduct its business as described in the Final
Prospectus (except for such consents, authorizations, approvals, orders,
licenses, certificates, permits, declarations and filings, for which the
failure to have obtained, individually or in the aggregate, does not and
can reasonably be expected in the future not to have a material adverse
effect upon the general affairs, business, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole), and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, which requires such qualification (except where
the failure to be so qualified or in good standing does not, and can
reasonably be expected in the future not to, have a material adverse effect
upon the general affairs, business, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries, taken
as a whole);

(f) The Company has an authorized capitalization as set forth in the
Final Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid
and non-assessable; and all of the issued shares of capital stock of each
Subsidiary of the Company have been duly and validly authorized and issued,
are fully paid and non-assessable and are owned directly or indirectly by
the Company, free and clear of all liens, encumbrances, security interests
or claims, except as otherwise disclosed in Schedule III hereto; the
unissued Shares to be issued and sold by the Company to the Underwriters
hereunder have been duly authorized and, when issued and delivered against
payment therefor as provided herein, will be validly issued and fully paid
and non-assessable and will conform to the description of the Stock
incorporated by reference in the Prospectus;

(g) The Company has all requisite power and authority to execute,
deliver and perform this Agreement. All necessary corporate proceedings of
the Company have been duly taken to authorize the execution, delivery and
performance by the Company of this Agreement. The issue and sale of the
Shares and the compliance by the Company with all of the provisions of this
Agreement, and the consummation of the transactions herein contemplated
will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of the Subsidiaries is a party or by
which the Company or any of the Subsidiaries is bound or to which any of
the property or assets of the Company or any of the Subsidiaries is
subject; nor will such actions result in any violation of any statute or
any order, rule or regulation binding on the Company or any of the
Subsidiaries or any of their properties, except, with

respect to jurisdictions outside the United States and Panama, for
violations which, individually or in the aggregate, would not have a
material adverse effect on the business, financial condition or results of
operations of the Company and its subsidiaries taken as a whole or on the
ability of the Underwriters to receive good and valid title to the Shares
being sold hereunder; and no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency
or body is required for the issue and sale of the Shares or the
consummation by the Company of transactions contemplated by this Agreemen,
except the registration under the Act of the Shares and such consents,
approvals, authorizations, registrations or qualifications as may be
required under state or foreign securities or Blue Sky laws in connection
with the purchase and distribution of the Shares by the Underwriters;

(h) Other than as set forth in the Final Prospectus, there are no
legal or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is subject, which could reasonably be expected to
individually or in the aggregate have a material adverse effect on the
consolidated financial position, shareholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole; and, to
the Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others. Neither the Company
nor any subsidiary is in violation of, or in default with respect to, any
law, rule, regulation, order, judgment or decree, except as may be properly
described in the Final Prospectus and such as in the aggregate do not now
have and can reasonably be expected in the future not to have a material
adverse effect on the general affairs, business, financial position,
shareholders' equity or results of operations of the Company and the
subsidiaries, taken as a whole; nor is the Company or any subsidiary
required to take any action in order to avoid such violation or default;

(i) Price Waterhouse LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder;

(j) All patents, patent applications, trademarks, trademark
applications, trade names, service marks, copyrights, franchises and other
intangible properties and assets (all of the foregoing being herein called
"Intangibles") that the Company or any of its subsidiaries owns or has
pending, or under which it is licensed, are in good standing and
uncontested, except for such Intangibles (individually or in the aggregate)
where the failure to be in good standing and uncontested does not and can
reasonably be expected in the future not to have a material adverse effect
upon the general affairs, business, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries, taken
as a whole. Neither the Company nor any of its subsidiaries has infringed,
is infringing, or has received notice of infringement with respect to
asserted Intangibles of others, except such as individually or in the
aggregate do not now have and can reasonably be expected in the future not
to have a material adverse effect upon the general affairs, business,
financial position, shareholders' equity or results of operations of the
Company and its subsidiaries, taken as a whole. To the knowledge of the
Company, there is no infringement by others of Intangibles of the Company
or of any of its subsidiaries except such as individually or in the
aggregate do not now have and can reasonably be expect in the future not to
have a

material adverse effect upon the general affairs, business, financial
position, shareholders' equity or results of operations of the Company and
its subsidiaries, taken as a whole;

(k) Neither the Company, nor any subsidiary, is now or is expected by
the Company or any subsidiary to be in violation or breach of, or in
default with respect to, complying with any material provision of any
contract, agreement instrument, lease, license, arrangement or
understanding which is material to the Company and its subsidiaries, taken
as a whole, and each such contract, agreement, instrument, lease, license,
arrangement and understanding is in full force and is the legal, valid and
binding obligation of the Company and its subsidiaries and is enforceable
as to them is accordance with its terms. Each of the Company and each
Subsidiary enjoys peaceful and undisturbed possession under all material
leases and licenses under which it is operating. Neither the Company nor
any Subsidiary is a party to or bound by any contract, agreement,
instrument, lease, license, arrangement or understanding, or subject to any
charter or other restriction, which has had or may in the future be
reasonably expect to have a material adverse effect on the general affairs,
business, financial position, shareholders' equity or results of operations
of the Company and its subsidiaries, taken as a whole. Neither the Company
nor any Subsidiary is in violation or breach of, or in default with respect
to, any term of its certificate of incorporation (or other charter
document) or by-laws;

(l) The Company, directly or indirectly, holds good and marketable
title to each of the vessels listed on Schedule IV hereto, subject only to
the liens listed therein and maritime liens in the ordinary course of
business. Each such vessel is duly registered under the laws of the
jurisdiction listed opposite its name on Schedule IV hereto;

(m) The Company is not an "investment company", as such term is
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and

(n) The Company has reviewed its operations and that of its
subsidiaries and any third parties with which the Company or any of its
subsidiaries has a material relationship to evaluate the extent to which
the business or operations of the Company or any of its subsidiaries will
be affected by the Year 2000 Problem. As a result of such review, the
Company has no reason to believe, and does not believe, that the Year 2000
Problem will have a material adverse effect on the general affairs,
business, financial conditions, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, or result
in any material loss or interference with the Company's business or
operations. The "Year 2000 Problem" as used herein means any significant
risk that computer hardware or software used in the receipt, transmission,
processing, manipulation, storage, retrieval, retransmission or other
utilization of data or in the operation of mechanical or electrical systems
of any kind will not, in the case of dates or time periods occurring after
December 31, 1999, function at least as effectively as in the case of dates
or time periods occurring prior to January 1, 2000;

The terms which follow, when used in this Agreement, shall have the meanings
indicated. The term "the Effective Date" shall mean each date that the
Registration Statement and any post-effective amendment or amendments thereto
became or become effective. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the prospectus referred to in paragraph (a) above
contained in the Registration

Statement at the Effective Date including, in the case of a Non-Delayed
Offering, any Preliminary Final Prospectus. "Preliminary Final Prospectus"
shall mean any preliminary prospectus which describes the Shares and the
offering thereof and is used prior to filing of the Final Prospectus. "Final
Prospectus" shall mean the prospectus relating to the Shares that is first filed
pursuant to Rule 424(b) after the Execution Time, together with the Basic
Prospectus or, if, in the case of a Non-Delayed Offering, no filing pursuant to
Rule 424(b) is required, shall mean the form of final prospectus relating to the
Shares, including the Basic Prospectus, included in the Registration Statement
at the Effective Date. "Registration Statement" shall mean the registration
statement referred to in paragraph (a) above, including incorporated documents,
exhibits and financial statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall become effective)
and, in the event any post-effective amendment thereto becomes effective prior
to the Time of Delivery (as defined in Section 4 hereof), shall also mean such
registration statement as so amended. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as provided by
Rule 430A. "Rule 415," "Rule 424," "Rule 000X," "Xxxxxxxxxx X-X" and
"Regulation S-X" refer to such rules or regulation under the Act. "Rule 430A
Information" means information with respect to the Shares and the offering
thereof permitted to be omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A. Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement or the issue
date of the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by reference.
A "Non-Delayed Offering" shall mean an offering of securities which is intended
to commence promptly after the effective date of a registration statement, with
the result that, pursuant to Rules 415 and 430A, all information (other than
Rule 430A Information) with respect to the securities so offered must be
included in such registration statement at the effective date thereof. A
"Delayed Offering" shall mean an offering of securities pursuant to Rule 415
which does not commence promptly after the effective date of a registration
statement, with the result that only information required pursuant to Rule 415
need be included in such registration statement at the effective date thereof
with respect to the securities so offered. Whether the offering of the Shares
is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I
hereto.

(B) Each of the Selling Stockholders severally represents and
warrants to, and agrees with, each of the Underwriters and the Company that:

(a) All consents, approvals, authorizations and orders, if any,
necessary for the execution and delivery by such Selling Stockholder of
this Agreement, the International Underwriting Agreement, the Power of
Attorney and the Custody Agreement hereinafter referred to, and for the
sale of and delivery of the Shares to be sold by such Selling Stockholder
hereunder and under the International Underwriting Agreement, have been
obtained; subject, however, to consents, approvals, authorizations and
orders, the violations of which individually or in the aggregate, would not
have a material adverse effect on the business, financial condition or
results of operations of the Company and its subsidiaries

taken as a whole or on the ability of the Underwriters to receive good and
valid title to the Shares being sold hereunder and to the exception that
orders or other authorizations may be required under the 1933 Act or under
state securities or Blue Sky laws in connection with the purchase and
distribution by the Underwriters of the Shares to be sold by such Selling
Stockholder; and such Selling Stockholder has full right, power and
authority to enter into this Agreement, the International Underwriting
Agreement, the Power of Attorney and the Custody Agreement and to sell,
assign, transfer and deliver the Shares to be sold by such Selling
Stockholder hereunder;

(b) The sale of the Shares to be sold by such Selling Stockholder
hereunder and the compliance by such Selling Stockholder with all of the
provisions of this Agreement, the Power of Attorney and the Custody
Agreement, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which such Selling Stockholder is a party or by which such
Selling Stockholder is bound or to which any of the property or assets of
such Selling Stockholder is subject, subject, however, to conflicts,
breaches or violations which individually or in the aggregate would not
have a material adverse effect on the business, financial condition or
results of operations of such Selling Stockholder or the Company and its
subsidiaries taken as a whole or on the ability of the Underwriters to
receive good and valid title to the Shares being sold hereunder, nor will
such action result in any violation of the provisions of the Articles of
Incorporation, By-laws, governing trust indenture, or other governing
instrument, as the case may be, of such Selling Stockholder or any statute
or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over such Selling Stockholder or the property of
such Selling Stockholder;

(c) Such Selling Stockholder has, and immediately prior to the Time
of Delivery (as defined in Section 4 hereof), when such Selling Stockholder
is selling Shares hereunder, such Selling Stockholder will have, good and
valid title to the Shares to be sold by such Selling Stockholder hereunder
and under the International Underwriting Agreement, free and clear of all
liens, encumbrances, equities or claims; and, upon delivery of such Shares
and payment therefor pursuant hereto, good and valid title to such Shares,
free and clear of all liens, encumbrances, equities or claims, will pass to
the several Underwriters or the International Underwriters, as the case may
be;

(d) Such Selling Stockholder has not taken and will not take,
directly or indirectly, any action which is designed to or which has constituted
or which might reasonably be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Shares;

(e) To the extent that any statements or omissions made in the
Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus, the Final Prospectus or any amendment or supplement thereto are
made in reliance upon and in conformity with written information furnished
to the Company by such Selling Stockholder expressly for use therein, such
Basic Prospectus, Preliminary Final Prospectus and the Registration
Statement did, and the Final Prospectus and any further amendments or
supplements to the Registration Statement and the Final Prospectus, when
they become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the

requirements of the Act and the rules and regulations of the Commission
thereunder and, in the case of the Registration Statement, will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading and, in the case of such other documents, will not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they are made, not misleading;

(f) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, such Selling Stockholder will deliver to you prior to or at
the Time of Delivery (as defined in Section 4 hereof) a properly completed
and executed United States Treasury Department Form W-8 or W-9 (or other
applicable form or statement specified by Treasury Department regulations
in lieu thereof);

(g) Certificates in negotiable form representing all of the Shares to
be sold by such Selling Stockholder hereunder and under the International
Underwriting Agreement have been placed in custody under a Custody
Agreement, in the form heretofore furnished to you (the "Custody
Agreement"), duly executed and delivered by such Selling Stockholder to
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx as custodian (the "Custodian"),
and such Selling Stockholder has duly executed and delivered a Power of
Attorney, in the form heretofore furnished to you (the "Power of
Attorney"), appointing Xxxxx X. Xxxxx and Xxxxx X. X'Xxxxx, and each of
them, as such Selling Stockholder's attorneys-in-fact (each an
"Attorney-in-Fact") with authority to execute and deliver this Agreement on
behalf of such Selling Stockholder, to determine the purchase price to be
paid by the Underwriters to the Selling Stockholders as provided in Section
2 hereof, to authorize the delivery of the Shares to be sold by such
Selling Stockholder hereunder and otherwise to act on behalf of such
Selling Stockholder in connection with the transactions contemplated by
this Agreement and the Custody Agreement; and

(h) The Shares represented by the certificates held in custody for
such Selling Stockholder under the Custody Agreement are subject to the
interests of the Underwriters hereunder; the arrangements made by such
Selling Stockholder for such custody, and the appointment by such Selling
Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that
extent irrevocable; the obligations of such Selling Stockholder hereunder
shall not be terminated by operation of law, whether by the death or
incapacity of any individual Selling Stockholder or, in the case of an
estate or trust, by the death or incapacity of any executor or trustee or
the termination of such estate or trust, or in the case of a partnership or
corporation, by the dissolution of such partnership or corporation, or by
the occurrence of any other event; if any individual Selling Stockholder or
any such executor or trustee should die or become incapacitated, or if any
such estate or trust should be terminated, or if any such partnership or
corporation should be dissolved, or if any other such event should occur,
before the delivery of the Shares hereunder, certificates representing the
Shares shall be delivered by or on behalf of such Selling Stockholder in
accordance with the terms and conditions of this Agreement and of the
Custody Agreement; and actions taken by the Attorneys-in-Fact pursuant to
the Powers of Attorney shall be as valid as if such death, incapacity,
termination, dissolution or other event had not occurred, regardless of
whether

or not the Custodian, the Attorneys-in-Fact, or any of them, shall have
received notice of such death, incapacity, termination, dissolution or
other event.

2. PURCHASE AND SALE. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
and each of the Selling Stockholders agree, severally and not jointly, to sell
to each of the Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company and each of the Selling Stockholders,
at a purchase price per share as set forth in Schedule I hereto, the number of
Shares (to be adjusted by you so as to eliminate fractional shares) determined
by multiplying the aggregate number of Shares to be sold by each of the Selling
Stockholders as set forth opposite their respective names in Schedule V hereto
by a fraction, the numerator of which is the aggregate number of Shares to be
purchased by such Underwriter as set forth opposite the name of such Underwriter
in Schedule II hereto and the denominator of which is the aggregate number of
Shares to be purchased by all of the Underwriters from all of the Selling
Stockholders hereunder.

3. OFFERING OF SHARES. Upon the authorization by you of the release
of the Shares, the several Underwriters propose to offer the Shares for sale
upon the terms and conditions set forth in the Final Prospectus.

4. DELIVERY AND PAYMENT. Delivery of and payment for the Shares shall
be made on the date and at the time specified in Schedule I hereto, which date
and time may be postponed by agreement between the Representatives and the
Company or as provided in Section 9 hereof (such date and time of delivery and
payment for the Shares being herein called the "Time of Delivery"). Delivery of
the Shares shall be made to the Representatives for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Custodian, by wire transfer in the funds specified in Schedule I. Delivery of
the Shares shall be made at such location as the Representatives shall
reasonably designate at least one business day in advance of the Time of
Delivery for such Shares and payment for the Shares shall be made at the office
specified in Schedule I hereto. Certificates in definitive form for the Shares
shall be registered in such names and in such denominations as the
Representatives may request not less than two full business days in advance of
the Time of Delivery for such Shares.

Each of the Selling Stockholders agrees to have the Shares available
for inspection, checking and packaging by the Representatives in New York, New
York, not later than 1:00 PM on the business day prior to the Time of Delivery.
The Specified Selling Stockholders agree to have the Optional Shares available
for inspection, checking and packaging by the Representatives in New York, New
York, not later than 1:00 PM on the business day prior to the Time of Delivery
for such Shares.

5. AGREEMENTS. The Company agrees with the several Underwriters that:

(a) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the termination of the offering of
the Shares, the Company will not file any amendment of the Registration
Statement or supplement to the Basic Prospectus (including the Final
Prospectus or any Preliminary Final Prospectus) unless the Company has
furnished to you a copy for your prompt review prior to filing and will not
file any such proposed amendment

or supplement to which you reasonably object. Subject to the foregoing
sentence, the Company will cause the Final Prospectus, properly completed,
and any supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed and
will provide evidence reasonably satisfactory to the Representatives of
such timely filing. The Company will promptly advise the Representatives
(i) when the Registration Statement, if not effective at the Execution
Time, and any amendment thereto, shall have become effective, (ii) when the
Final Prospectus, and any supplement thereto, shall have been filed with
the Commission pursuant to Rule 424(b), (iii) when, prior to termination of
the offering of the Shares, any amendment to the Registration Statement
shall have been filed or become effective, (iv) of any request by the
Commission for any amendment of the Registration Statement or supplement to
the Final Prospectus or for any additional information, (v) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding
for that purpose and (vi) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares for sale
in any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.

(b) If, at any time when a prospectus relating to the Shares is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 5, an amendment or
supplement which will correct such statement or omission or effect such
compliance.

(c) As soon as practicable, the Company will make generally available
to its security holders and to the Representatives an earning statement or
statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.

(d) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and, prior to 10:00 a.m., New York City time,
on the New York Business Day next succeeding the date of this Agreement and
from time to time, copies of the Final Prospectus and any supplement
thereto as the Representatives may reasonably request. The Company will
pay the expenses of printing any Agreement Among Underwriters, this
Agreement, the Blue Sky Memorandum and any other documents in connection
with the offering, purchase, sale and delivery of the Shares. For the
purposes of this Section 4, "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close.

6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations
of the Underwriters, as to the Shares to be delivered at the Time of Delivery,
to purchase the Shares shall be subject to the accuracy of the representations
and warranties on the part of the Company and of the Selling Stockholders
contained herein as of the Execution Time and the Time of Delivery, to the
accuracy of the statements of the Company and of the Selling Stockholders made
in any certificates pursuant to the provisions hereof, to the performance by the
Company and by each of the Selling Stockholders of its obligations hereunder and
to the following additional conditions:

(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 p.m. New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 p.m. New
York City time on such date or (ii) 12:00 Noon on the business day
following the day on which the public offering price was determined, if
such determination occurred after 3:00 p.m. New York City time on such
date; if filing of the Final Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Final Prospectus, and any such
supplement, shall have been filed in the manner and within the time period
required by Rule 424(b); and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.

(b) The Company shall have furnished to the Underwriters the opinion
of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx ("Xxxx Xxxxx"), counsel for the
Company, dated the Time of Delivery, to the effect that:

(i) This Agreement has been duly executed and delivered by the
Company;

(ii) No consent, approval, authorization, order, registration or
qualification of or with any New York or federal court or governmental
agency or body is required for the sale of the Shares or the
consummation by the Company of the transactions contemplated by the
Final Prospectus or this Agreement, except such as have been obtained
under the Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state or
foreign securities or Blue Sky laws in connection with the purchase
and distribution of the Shares by the Underwriters;

(iii) The first sentence of the first paragraph and the first
and second sentences of the second paragraph of the section of the
Final Prospectus relating to the Shares captioned "Risk Factors --
Income Taxes" contain a fair and accurate general description of the
U.S. Federal tax provisions discussed therein;

(iv) Assuming that New York law is applicable, upon delivery of
the Shares pursuant to this Agreement and payment therefor as
contemplated herein, good and valid title to the Shares, free and
clear of all liens, encumbrances, equities or claims, shall be
transferred to each of the several Underwriters who purchase the
Shares in good faith and without notice of any lien, encumbrance,
equity or claim or any other adverse claim within the meaning of the
Uniform Commercial Code of the State of New York;

(v) The Company is not an "investment company" as such term is
defined in the Investment Company Act;

In addition, such counsel shall state that on the basis of the
participation of such counsel in conferences at which the contents of
the Registration Statement and the Final Prospectus and related
matters were discussed, but without independent verification by such
counsel of the accuracy, completeness or fairness of the statements
contained in the Registration Statement, the Final Prospectus, any
amendment or supplement thereto or any documents incorporated by
reference in the Final Prospectus or any amendment or supplement
thereto, that they have no knowledge that (other than the financial
statements, schedules and other financial or statistical data which
are or should be contained therein, as to which such counsel need
express no statement):

(1) The documents incorporated by reference in the Final
Prospectus or any further amendment or supplement thereto made by
the Company prior to the Time of Delivery, when they became
effective or were filed with the Commission, as the case may be,
(A) did not comply as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder; and
(B) contained in the case of a registration statement which
became effective under the Act, an untrue statement of a material
fact, or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or, in the case of other documents which were filed
under the Exchange Act with the Commission, contained an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such
documents were so filed, not misleading;

(2)(A) The Registration Statement and the Final Prospectus and
any further amendment and supplements thereto made by the Company
prior to the Time of Delivery did not comply as to form in all
material respects with the requirements of the Act and the rules and
regulations thereunder; (B) as of their respective effective dates,
the Registration Statement or any further amendment thereto made by
the Company prior to the Time of Delivery contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading or that, as of its date, the Final Prospectus
or any further amendment or supplement thereto made by the Company
prior to the Time of Delivery contained an untrue statement of a
material fact or omitted to state a material fact necessary to make
the statements therein, in the light of the circumstances in which
they were made, not misleading or that, as of the Time of Delivery,
the Final Prospectus or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery contains an untrue
statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; and (C) any
amendment to the Registration Statement required to be filed with the
Commission or of any contracts or other documents of a character
required to be

filed as an exhibit to the Registration Statement or required to be
incorporated by reference into the Final Prospectus or required to be
described in the Registration Statement or the Final Prospectus which
are not filed or incorporated by reference or described as required.

(c) The Company shall have furnished to the Underwriters the opinion
of Xxxxxxx Xxxxx, Esq., General Counsel for the Company, dated the Time of
Delivery, to the effect that:

(i) To the knowledge of such counsel, the Company has all
necessary consents, authorizations, approvals, orders, certificates
and permits of and from, and declarations and filings with, all
federal, state, local and other governmental authorities, to own,
lease, license, and use its properties and assets and to conduct its
business in the manner described in the Final Prospectus (except for
such consents, authorizations, approvals, orders, licenses,
certificates, permits, declarations and filings, which the failure to
have obtained, individually or in the aggregate, does not and can
reasonably be expected in the future not to have a material adverse
effect on the general affairs, business, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole);

(ii) To the knowledge of such counsel, HAL Antillen N.V. ("HAL")
has all necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and declarations and filings
with, all federal, state, local, and other governmental authorities,
to own, lease, license, and use its properties and assets and to
conduct its business in the manner described in the Final Prospectus
(except for such consents, authorizations, approvals, orders,
licenses, certificates, permits, declarations and filings, which the
failure to have obtained, individually or in the aggregate, does not,
and can reasonably be expected in the future not to, have a material
adverse effect on the general affairs, business, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole);

(iii) Each of the Subsidiaries has been duly qualified as a
foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business which requires such
qualification (except where the failure to be so qualified or in good
standing does not, and can reasonably be expected in the future not
to, have a material adverse effect upon the general affairs, business,
financial position, shareholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole);

(iv) To the knowledge of such counsel, except as set forth in
Schedule III to this Agreement, all of the issued shares of capital
stock of each Subsidiary are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, security interests
or claims;

(v) To the knowledge of such counsel, and other than as set forth
in the Final Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of its Subsidiaries is
a party or of which any property of the Company or any of its
Subsidiaries is the subject which, could reasonably be expected to
individually or in the aggregate have a material adverse effect on the
general affairs, business, financial position, shareholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole; and, to the knowledge of such counsel, no such proceedings are
threatened or contemplated by governmental authorities or threatened
by others;

(vi) To the knowledge of such counsel, the compliance by the
Company with all of the provisions this Agreement and the consummation
of the transactions herein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of,
or constitute a default under, any material indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument known to
such counsel to which the Company or any of the Subsidiaries is a
party or by which the Company or any of the Subsidiaries is bound or
to which any of the property or assets of the Company or any of the
Subsidiaries is subject, nor will such action result in any violation
of the provisions of the Certificate of Incorporation or By-laws of
the Company or, to the knowledge of such counsel, any statute or any
order, rule or regulation binding on the Company or any of the
Subsidiaries or any of their properties;

(vii) To the knowledge of such counsel, the Company is not (A) in
violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree, except as may be properly
described in the Final Prospectus or such as in the aggregate do not
now have, and can reasonably be expected in the future not to have, a
material adverse effect on the general affairs, business, financial
position, shareholders' equity or results of operations of the Company
and the Subsidiaries, taken as a whole; nor is the Company required to
take any action in order to avoid any such violation or default;
(B) in violation or breach of, or in default with respect to,
complying with any material provision of any contract, agreement,
instrument, lease, license, arrangement or understanding which is
material to the Company and its Subsidiaries, taken as a whole; or
(C) in violation or breach of, or in default with respect to, any term
of its certificate of incorporation (or other charter document) or
by-laws;

(viii) The Company, directly or indirectly, holds good and
marketable title to each of the vessels listed on Schedule IV hereto,
subject only to the liens disclosed on Schedule IV and maritime liens
in the ordinary course of business;

(d) The Company shall have furnished to the Underwriters the opinion
of Xxxxx Xxxxxxx y Xxxxxx, Panamanian counsel for the Company, dated the
Time of Delivery, to the effect that:

(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Republic of Panama, with power and authority (corporate and other) to
own, lease, license and use its properties and conduct its business as
described in the Final Prospectus;

(ii) This Agreement has been duly authorized by the Company;

(iii) No consent, approval, authorization, order, registration or
qualification of or with any Panamanian court or governmental agency
or body is required for the sale of the Shares, or the consummation by
the Company of the transactions contemplated by this Agreement, except
such as have been obtained under the Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state or foreign securities or Blue Sky laws in connection with
the purchase and distribution of the Shares by the Underwriters;

(iv) The Company has an authorized capitalization as set forth or
incorporated by reference in the Final Prospectus, and all of the
issued shares of capital stock of the Company including the Shares
being delivered at the Time of Delivery have been duly and validly
authorized and issued and are fully paid and non-assessable; and

(v) To the knowledge of such counsel, the Company is not in
violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree, except as may be properly
described in the Final Prospectus or such as in the aggregate do not
now have, and can reasonably be expected in the future not to have, a
material adverse effect on the general affairs, business, financial
position, shareholders' equity or results of operations of the Company
and the Subsidiaries, taken as a whole.

(vi) The Stock conforms in all material respects to the
description of the Stock in the Final Prospectus.

(vii) Good and valid title to the Shares, free and clear of all
liens, encumbrances, equities or claims, has been transferred to each
of the several Underwriters who purchase the Shares in good faith and
without notice of any such lien, encumbrance, equity or claim or any
other adverse claim.

(e) The Company shall have furnished to the Representatives the
opinion of Xxxxxxxx Chance, counsel to HAL, dated the Time of Delivery, to
the effect that:

(i) HAL is a "naamloze vennootschap" (company with limited
liability) duly organized and validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation,
with power and authority (corporate and other) to own, lease, license
and use its properties and conduct its business as described in the
Final Prospectus; and

(ii) All of the issued shares of capital stock of HAL have been
duly and validly authorized and issued, and are fully paid.

Each such opinion described in 6(b), (c), (d) and (e) above shall be
in form and substance reasonably satisfactory to the Representatives. In
rendering such opinions described in 6(b), (c), (d) and (e) above, each
such counsel may rely (A) as to matters involving the application of laws
other than the laws of the jurisdiction in which such counsel practices, to
the extent such counsel deems proper and to the extent specified in such
opinion, upon an opinion or opinions (in form and substance reasonably
satisfactory to counsel for the Underwriters) of other counsel, reasonably
acceptable to counsel for the Underwriters, familiar with the applicable
laws; (B) as to matters of fact, to the extent such counsel deems proper,
on certificates of responsible officers of the Company or of any of the
Subsidiaries; and (C) to the extent such counsel deems proper, upon written
statements or certificates of officers of departments of various
jurisdictions having custody of documents respecting the corporate
existence or good standing of the Company or of any of the Subsidiaries,
provided that copies of any such statements or certificates shall be
delivered to counsel for the Underwriters, and on the absence of a telegram
from the Commission. References to the Final Prospectus in paragraphs 6(b)
through (e) include any amendments or supplements thereto filed prior to
the Time of Delivery.

(f) The respective counsel for each of the Selling Stockholders, as
indicated in Schedule V hereto, each shall have furnished to you their
written opinion with respect to each of the Selling Stockholders for whom
they are acting as counsel, dated the Time of Delivery, in form and
substance reasonably satisfactory to you, to the effect that:

(i) A Power of Attorney and a Custody Agreement have been duly
executed and delivered by such Selling Stockholder and constitute
valid and binding agreements of such Selling Stockholder in accordance
with their terms, subject to bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally and general
equitable principles;

(ii) This Agreement has been duly executed and delivered by or
on behalf of such Selling Stockholder; and the sale of the Shares to
be sold by such Selling Stockholder hereunder and the compliance by
such Selling Stockholder with all of the provisions of this Agreement,
the Power-of-Attorney and the Custody Agreement and the consummation
of the transactions herein and therein contemplated will not conflict
with or result in a breach or violation of any terms or provisions of,
or constitute a default under, any statute, indenture, mortgage, deed
of trust, loan agreement or other material agreement or instrument
known to such counsel to which such Selling Stockholder is a party or
by which such Selling Stockholder is bound or to which any of the
property or assets of such Selling Stockholder is subject, nor will
such action result in any violation of the provisions of the Articles
of Incorporation, By-laws, governing trust indenture or other
governing instrument, as the case may be, of such Selling Stockholder
or any order, rule or regulation known to such counsel of any court or
governmental agency or body having jurisdiction over such Selling
Stockholder or the property of such Selling Stockholder, except

that such counsel need express no opinion as to compliance with the
Act or any state or foreign securities or Blue Sky laws in connection
with the purchase and distribution of the Shares by the Underwriters;

(iii) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental agency or body is
required for the consummation of the transactions contemplated by this
Agreement in connection with the Shares to be sold by such Selling
Stockholder hereunder, except such consent, approvals, authorizations
or orders which have been duly obtained and are in full force and
effect, such as have been obtained under the Act and such as may be
required under state securities or Blue Sky laws in connection with
the purchase and distribution of such Shares by the Underwriters;

(g)___________, special U.S. counsel to the Selling Stockholders,
shall have furnished to you their written opinion, dated the Time of
Delivery, in form and substance reasonably satisfactory to you, to the
effect that:

(i) Immediately prior to the Time of Delivery, such Selling
Stockholder had good and valid title to the Shares to be sold at the
Time of Delivery by such Selling Stockholder under this Agreement,
free and clear of all liens, encumbrances, equities or claims, and
full right, power and authority to sell, assign, transfer and deliver
the Shares to be sold by such Selling Stockholder hereunder and
thereunder; and

(ii) Good and valid title to such Shares, free and clear of all
liens, encumbrances, equities or claims, has been transferred to each
of the several Underwriters who have purchased such Shares in good
faith and without notice of any such lien, encumbrance, equity or
claim or any other adverse claim within the meaning of the Uniform
Commercial Code.

In rendering the opinion in paragraph (i), such counsel may rely
upon a certificate of such Selling Stockholder in respect of matters
of fact as to ownership of, and liens, encumbrances, equities or
claims on, the Shares sold by such Selling Stockholder, PROVIDED that
such counsel shall state that they believe that both you and they are
justified in relying upon such certificate;

(i) The Underwriters shall have received from Xxxxxxxx & Xxxxxxxx,
counsel for the Underwriters, such opinion or opinions, dated the Time of
Delivery, with respect to the validity of the Shares, the Registration
Statement, the Final Prospectus (together with any supplement thereto) and
other related matters as the Underwriters may reasonably require, and the
Company shall have furnished to such counsel such documents as they
reasonably request for the purpose of enabling them to pass upon such
matters.

(j) The Company shall have furnished to the Underwriters a
certificate of the Company, dated the Time of Delivery and signed by the
Chairman of the Board or the President and the principal financial or
accounting officer of the Company, and the Selling Stockholders shall have
furnished to the Underwriters at the Time of Delivery at which such Selling
Stockholder is delivering Shares, certificates of the Selling Stockholders,
respectively, dated the Time of Delivery, satisfactory to you as to the
accuracy of the representations and warranties of the Company and the
Selling Stockholders, respectively, herein at and as of the Time of
Delivery as to the performance by the Company and the Selling Stockholders
of all of their respective obligations hereunder to be performed at or
prior to the Time of Delivery and as to such other matters as you may
reasonably request and the Company shall have furnished or caused to be
furnished a certificate to the effect that the signers of such certificate
have carefully examined the Registration Statement, the Final Prospectus,
any supplement to the Final Prospectus and this Agreement and that:

(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Time of Delivery with the same effect as if made on the Time of
Delivery and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
at or prior to the Time of Delivery;

(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and

(iii) since the date of the most recent audited financial
statements included in the Final Prospectus (exclusive of any
supplement thereto), there has been no material adverse change in the
condition (financial or other), earnings, business or properties of
the Company and its Subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Final Prospectus (exclusive of
any supplement thereto).

(k) At the Time of Delivery, Price Waterhouse LLP shall have
furnished to the Underwriters a letter or letters (which may refer to
letters previously delivered to one or more of the Representatives), dated
as of the Time of Delivery, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants within
the meaning of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder and stating in effect that:

(i) in their opinion the audited financial statements and
schedules included or incorporated in the Registration Statement and
the Final Prospectus and reported on by them comply in form in all
material respects with the applicable accounting requirements of the
Act and the Exchange Act and the related published rules and
regulations;

(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries;
carrying out certain specified

procedures (but not an examination in accordance with generally
accepted auditing standards) which could not necessarily reveal
matters of significance with respect to the comments set forth in such
letter, a reading of the minutes of the meetings of the stockholders,
directors and executive and audit committees of the Company and its
subsidiaries; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of the
Company and its subsidiaries as to transactions and events subsequent
to the date of the most recent audited financial statements in or
incorporated in the Final Prospectus, nothing came to their attention
which caused them to believe that:

(1) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules
and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form
10-Q under the Exchange Act; and said unaudited financial
statements are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus;

(2) with respect to the period subsequent to the date of the
most recent financial statements (other than any capsule
information), audited or unaudited, in or incorporated in the
Registration Statement and the Final Prospectus, there were any
changes, at a specified date not more than five business days
prior to the date of the letter, in the consolidated capital
stock (other than issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of
performance shares and upon conversions of convertible
securities, in each case which were outstanding on the date of
the latest balance sheet included or incorporated by reference in
the Final Prospectus) or any increase in the consolidated
long-term debt of the Company and its subsidiaries, or any
decreases in consolidated net current assets or net assets as
compared with the amounts shown on the most recent consolidated
balance sheet included or incorporated in the Registration
Statement and the Final Prospectus, or for the period from the
date of the most recent financial statements included or
incorporated in the Registration Statement and the Final
Prospectus to such specified date there were any decreases, as
compared with the corresponding period in the preceding year in
consolidated net revenues, operating income, net income or
earnings per share, except in all instances for changes or
decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by the Representatives; or

(3) the amounts included in any unaudited "capsule"
information included or incorporated in the Registration
Statement and the Final Prospectus do not agree with the amounts
set forth in the unaudited financial

statements for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts
in the audited financial statements included or incorporated in
the Registration Statement and the Final Prospectus.

(iii) they have performed certain other specified procedures as
a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries which
is subject to the Company's system of internal accounting controls)
set forth in the Registration Statement and the Final Prospectus,
including the information included or incorporated in Items 6, 7 and
11 of the Company's Annual Report on Form 10-K, incorporated in the
Registration Statement and the Prospectus, and the information
included in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or incorporated in the
Company's Quarterly Reports on Form 10-Q, incorporated in the
Registration Statement and the Final Prospectus, agrees with the
accounting records of the Company and its subsidiaries, excluding any
questions of legal interpretation; and

(iv) if pro forma financial statements are included or
incorporated in the Registration Statement and the Final Prospectus,
on the basis of a reading of the unaudited pro forma financial
statements, carrying out certain specified procedures, inquiries of
certain officials of the Company and the acquired company who have
responsibility for financial and accounting matters, and proving the
arithmetic accuracy of the application of the pro forma adjustments to
the historical amounts in the pro forma financial statements, nothing
came to their attention which caused them to believe that the pro
forma financial statements do not comply in form in all material
respects with the applicable accounting requirements of Rule 11-02 of
Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of such
statements.

References to the Final Prospectus in this paragraph (j) include any
supplement thereto at the date of the letter.

In addition, except as provided in Schedule I hereto, at the Execution
Time, Price Waterhouse LLP shall have furnished to the Representatives a
letter or letters, dated as of the Execution Time, in form and substance
satisfactory to the Representatives, to the effect set forth above.

(l) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or decrease specified in
the letter or letters referred to in paragraph (k) of this Section 6 or
(ii) any change, or any development involving a prospective change, in or
affecting the business or properties of the Company and its subsidiaries,
taken as a whole, the effect of which, in any case referred to in clause
(i) or (ii) above, is, in the reasonable judgment of the

Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Shares as
contemplated by the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any supplement thereto).

(m) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purpose of Rule 436(g) under the Act) or any notice given of any intended
or potential decrease in any such rating or of a possible change in any
such rating that does not indicate the direction of the possible change.

(n) Prior to the Time of Delivery, the Company and the Selling
Stockholders shall have furnished to the Representatives such further
information, certificates and documents as the Representatives may
reasonably request.

(o) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a suspension or
material limitation in trading in the Company's securities on the New York
Stock Exchange; (iii) a general moratorium on commercial banking activities
in New York declared by either Federal or New York State authorities; or
(iv) the outbreak or escalation of hostilities involving the United States
or the declaration by the United States of a national emergency or war, if
the effect of any such event specified in this clause (iv) is in your
reasonable judgment so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Shares being delivered at the Time of Delivery on the terms and in the
manner contemplated by the Prospectus.

If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Time of Delivery by the Representatives. Notice of
such cancellation shall be given to the Company and the Selling Stockholders in
writing or by telephone or telegraph confirmed in writing.

7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Shares
provided for herein is not consummated by reason of any failure on the part of
the Company or any Selling Stockholder to perform any covenant or agreement or
satisfy any condition of this Agreement to be performed or satisfied by it or
any Selling Stockholder, the sole liability of the Company to each of the
Underwriters, in addition to the obligations of the Company pursuant to Sections
5(d) and 8, will be for the Company to reimburse the Underwriters for all
out-of-pocket expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Shares not so delivered.
Otherwise, if this Agreement shall be terminated, the Company shall not then be
under any liability to any Underwriter except as provided in Sections 5(d) and 8
hereof. If this Agreement shall

be terminated as provided herein, the Selling Stockholders shall not have any
liability to the Underwriters except as provided in Section 8 hereof.

8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Shares as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein; and, PROVIDED, FURTHER, that the Company
will not be liable to any Underwriter with respect to any loss, claim, damage or
liability arising out of or based on any untrue statement or alleged untrue
statement or omission or alleged omission to state a material fact in the
Preliminary Final Prospectus which is corrected in the Final Prospectus if the
person asserting any such loss, claim, damage or liability purchased Shares from
such Underwriter but was not sent or given a copy of the Final Prospectus at or
prior to the written confirmation of the sale of such Shares to such person.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

(b) Each of the Selling Stockholders, severally in proportion to the
number of Shares to be sold by such Selling Stockholder, and not jointly, agrees
to indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the
registration of the Shares as originally filed or in any amendment thereof, or
in the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in the registration statement for the registration of the Shares as
originally filed or in any amendment thereof, or in the Basic Prospectus, any
Preliminary

Final Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto in reliance upon and in conformity with written information
furnished to the Company by such Selling Stockholder expressly for use therein,
and agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; PROVIDED,
HOWEVER, that such Selling Stockholder will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for inclusion therein; and, PROVIDED, FURTHER,
that such Selling Stockholder will not be liable to any Underwriter with respect
to any loss, claim, damage or liability arising out of or based on any untrue
statement or alleged untrue statement or omission or alleged omission to state a
material fact in the Preliminary Final Prospectus which is corrected in the
Final Prospectus if the person asserting any such loss, claim, damage or
liability purchased Shares from such Underwriter but was not sent or given a
copy of the Final Prospectus at or prior to the written confirmation of the sale
of such Shares to such person. This indemnity agreement will be in addition to
any liability which the Selling Stockholders may otherwise have.

(c) Each Underwriter severally agrees to indemnify and hold harmless
the Company and each Selling Stockholder, and each of their respective directors
and officers and each person who controls the Company or such Selling
Stockholder within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company or such Selling
Stockholder, as the case may be, to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the Company by or
on behalf of such Underwriter through the Representatives specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have.

(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation conducted by
the Underwriters at the request of the Company. Notwithstanding anything to the
contrary contained herein, an indemnifying party will not be liable for any
settlement of any claim or action effected without its prior written consent.

(e) In the event that the indemnity provided in paragraph (a), (b) or
(c) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each indemnifying party agrees to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which an indemnified party may be
subject in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Selling Stockholders on the one hand and by the
Underwriters on the other from the offering of the Shares. If the allocation
provided by the immediately preceding sentence is unavailable for any reason or
if the indemnified party failed to give the notice required under subsection (d)
above, then each indemnifying party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Selling Stockholders on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company and the Selling Stockholders on the one hand
shall be deemed to be equal to the total net proceeds from the offering (before
deducting expenses), and benefits received by the Underwriters on the other hand
shall be deemed to be equal to the total underwriting discounts and commissions,
in each case as set forth on the cover page of the Final Prospectus. Relative
fault shall be determined by reference to whether any alleged untrue statement
or omission relates to information provided by the Company or the Selling
Stockholders on the one hand or the Underwriters on the other, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission and the failure of an indemnified party to
give notice under subsection (d) above (to the extent such failure is
prejudicial to an indemnifying party). The Company, each of the Selling
Stockholders and the Underwriters agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this subsection (e), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. Notwithstanding the
provisions of this paragraph (e), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the
Company or any Selling Stockholder within the meaning of either the Act or the
Exchange Act, each officer of the Company or any Selling Stockholder who shall
have signed the Registration Statement and each director of the Company or any
Selling Stockholder shall have the same rights to contribution as the Company or
any Selling Stockholder, as the case may be, subject in each case to the
applicable terms and conditions of this paragraph (e).

9. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall
fail at a Time of Delivery to purchase and pay for any of the Shares agreed to
be purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Shares set forth

opposite their names in Schedule II hereto bears to the aggregate amount of
Shares set forth opposite the names of all the remaining Underwriters) the
Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of
Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Shares set forth in
Schedule II hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Shares, and
if such nondefaulting Underwriters do not purchase all the Shares, this
Agreement will terminate without liability to any nondefaulting Underwriter, the
Company or any Selling Stockholder. In the event of a default by any
Underwriter as set forth in this Section 9, the Time of Delivery shall be
postponed for such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the Registration Statement
and the Final Prospectus or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company, any Selling Stockholder
and any nondefaulting Underwriter for damages occasioned by its default
hereunder.

10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, the Selling Stockholders or their respective officers and of the
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of any
Underwriter, any Selling Stockholder or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Shares. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.

11. NOTICES. In all dealings hereunder, you shall act on behalf of
each of the Underwriters, and the parties hereto shall be entitled to act and
rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by you jointly or by Xxxxxxx, Xxxxx & Co. on behalf of
you as the Representatives; and in all dealings with any Selling Stockholder
hereunder, you and the Company shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of such Selling Stockholder
made or given by any or all of the Attorneys-in-Fact for such Selling
Stockholder.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the Underwriters in care of Xxxxxxx, Sachs & Co.,
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Registration Department,
if to any Selling Stockholder shall be delivered or sent by mail, telex or
facsimile transmission to Holland & Knight, 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx
00000 with copies to MacFarlanes, 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX Xxxxxxx;
and if to the Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: Legal Department; provided, however, that any notice to an
Underwriter pursuant to Section 8(d) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company or the Selling Stockholders by Xxxxxxx,
Xxxxx & Co. upon request. Any such statements, requests, notices or agreements
shall take effect upon receipt thereof.

12. SUCCESSORS. This Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters, the Company and the Selling
Stockholders and, to the extent provided in Section 8 hereof, the officers and
directors and each person who controls the Company, any Selling Stockholder or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Shares from
any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

13. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

14. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the eight counterparts hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company, the Selling Stockholders and the several Underwriters.

Very truly yours,

Carnival Corporation

By:
----------------------------
Name:
Title:

Arison Foundation, Inc.

By:
----------------------------
Name:
Title:

As Attorney-in-Fact acting on
behalf of each of the Selling
Stockholders named in Schedule V to
this Agreement.

Accepted as of the date hereof:

Bear, Xxxxxxx & Co. Inc.
Xxxxxxx, Sachs & Co.

By:
--------------------------
(Bear, Xxxxxxx & Co. Inc.)

On behalf of each of the Underwriters

SCHEDULE I

Underwriting Agreement dated ____________, 1998

Registration Statement No. 33-50947 and 333-68999

Representative(s): Xxxxxxx, Sachs & Co.
Bear, Xxxxxxx & Co. Inc.
Xxxxxx Brothers Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

Title, Purchase Price and Description of Shares:

Title: Common Stock, par value $.01 per share

Number of shares: _______________

Purchase price per share: $

Closing Date, Time and Location: ___________, 1998, 9:30 a.m., Xxxxxxxx &
Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx

Specified Funds for Payment of Purchase Price: same-day funds

Type of Offering:

Modification of items to be covered by the letter from Price Waterhouse LLP
delivered pursuant to Section 6(k) at the Execution Time: None

SCHEDULE II

Total Number of Firm Shares
Underwriter to be Purchased
----------- ---------------------------
Bear, Xxxxxxx & Co. Inc. ...................
Xxxxxxx, Sachs & Co. .......................
Total

SCHEDULE III

Capital
Stock
Subsidiary Ownership
---------- ---------

Carnival Corporation ("CCL") . . . . . . . . . . . . . . . . . . . . . _____
HAL Antillen N.V. ("HAL"). . . . . . . . . . . . . . . . . . . . . . . CCL
Celebration Cruises Inc. . . . . . . . . . . . . . . . . . . . . . . . CCL
Wind Surf Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . HAL
Windstar Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . WSCL
Wind Spirit Limited. . . . . . . . . . . . . . . . . . . . . . . . . . WSCL
Windstar Sail Cruises Limited ("WSCL") . . . . . . . . . . . . . . . . HAL
Futura Cruises, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . CCL
Utopia Cruises Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . CCL
Cunard Line Limited ("CLL"). . . . . . . . . . . . . . . . . . . . . . CCL
Cunard White Star Limited. . . . . . . . . . . . . . . . . . . . . . . CLL

SCHEDULE IV

Jurisdiction of
Vessels Registration Liens
------- --------------- -----

I. Carnival Cruise Lines

1. Celebration . . . . . . . . Liberia First Preferred Ship Mortgage in
favor of the Swedish National Dept
Office.

2. Jubilee . . . . . . . . . . Panama None.

3. Tropicale . . . . . . . . . Liberia None.

4. Fantasy . . . . . . . . . . Liberia First Preferred Ship Mortgage of
Finnish Export Credit Limited.

5. Festivale . . . . . . . . . Bahamas None.

6. Holiday . . . . . . . . . . Panama None.

7. Ecstasy . . . . . . . . . . Liberia First Preferred Ship Mortgage in
favor of Finnish Export Credit
Limited.

8. Sensation . . . . . . . . . Panama None.

9. Fascination . . . . . . . . Panama None.

10. Inspiration . . . . . . . . Panama None.

11. Imagination . . . . . . . . Panama None.

12. Carnival Destiny. . . . . . Panama None.

II. Holland America Line

1. Westerdam . . . . . . . . . Netherlands Mortgage in favor of Kreditanstalt
fur Wiederaufbau.

2. Noordam . . . . . . . . . . Netherlands None.

3. Xxxxx Xxxxxxxxx . . . . . . Xxxxxxxxxxx None.

4. Rotterdam . . . . . . . . . Netherlands None.

5. Statendam . . . . . . . . . Bahamas None.

6. Maasdam . . . . . . . . . . Bahamas None.

7. Ryndam. . . . . . . . . . . Bahamas None.

8. Veendam . . . . . . . . . . Bahamas None.

III. Windstar Sail Cruises

1. Wind Spirit . . . . . . . . Bahamas Mortgage in favor of Banque
Francaise du Commerce Exterieur
("BFCE") and mortgage in favor of
Banque Nationale de Paris.

2. Wind Song . . . . . . . . . Bahamas Mortgage in favor of BFCE.

3. Wind Star . . . . . . . . . Bahamas Mortgage in favor of BFCE.

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CARNIVAL CORPORATION COMMON STOCK _________________________ UNDERWRITING AGREEMENT [Date]

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