SERVICE AGREEMENT

1.

FUNCTIONS AND POWERS

1.1

You shall act as Chairman and Managing Director of the Company with the powers contemplated by the by-laws of the Company and granted by the Board of Directors of the Company from time to time, which shall be an integral and substantial part of this Agreement.

1.2

In your capacity as Managing Director, and in accordance with the powers granted by the Board of Directors of the Company, you shall be entrusted with the managerial control of the Company; you shall report to the Board of Directors of the Company on all major matters and/or matters which are outside the scope of your powers.

2.

DUTIES

2.1

You shall undertake to accept and hold the above mentioned offices, with the connected powers granted to you, and to perform your functions, as set out above:

a)

in compliance with the Company’s by-laws;

b)

for the achievement of the business targets which shall be set out by the Company’s Board of Directors;

c)

in compliance with the Italian Laws in force and with the Company’s Code of Business Conduct and Ethics.

2.2

While performing your functions you shall comply with the business plan and the business guidelines adopted by the Company’s Board of Directors.

3.

COMPENSATION

3.1

The Company will pay for your services and for the obligations undertaken by you herein a base yearly pre-tax compensation of EURO 835,000.00 (eight hundred thirty five thousand), a portion of which represents compensation of your office as Chairman as established by the Shareholders’ Meeting from time to time, gross of the applicable withholding tax and social security contributions to be paid in 12 installments of equal amount in arrears on the last business day of each month during the term of this Agreement, to the extent you are still in office as Chairman and Managing Director of the Company.

3.2

In addition, you will be entitled to payment of a performance-related bonus pursuant to the terms and conditions of the Costa Crociere CEO Management Incentive Plan which is attached as Enclosure 1 hereto.

3.3

You will be entitled to use a company car, also for private purposes. The fringe-benefit value of such car will be calculated pursuant to the criteria set forth by the law currently in force. All maintenance, fuel and insurance costs will be borne by the Company.

3.4

The Company will grant in your favor insurance policies covering the risk of death, illness and permanent disability in case of injuries at work as well as injuries in general.

3.5

The Company will provide you with an accommodation in Genoa or nearby, according to the terms and conditions to be agreed upon by the parties.

4.

NON-COMPETITION

4.1

During the term of this Agreement and thereafter, you hereby undertake (a) not to operate - either directly or indirectly - as principal, agent, owner, director, employee, partner or advisor in favor of companies in competition with the Company, which carry out the ownership, management and commercial operations of cruise vessels, and not to acquire a shareholding in the aforesaid companies, except for participations not exceeding 2% in listed companies (b) not to endeavor to entice away from the Company or any of its subsidiaries, any person, firm, company or organization (i) who or which in the preceding 12 months shall have been a supplier of goods or services to the Company or any of its affiliates or subsidiaries, and (ii) with whom or which you had, during the course of performance of your office of director, direct dealings or personal contact, so as to harm the goodwill or, or so as to the compete with, the Company or any of its subsidiaries; (c) not to induce any employee of the Company or any of its affiliates and/or subsidiaries to resign in order to enter into an employment or independent contractor relationships in favor of third parties engaged in the ownership, management and commercial operation of cruise vessels.

4.2

This obligation must be referred to the territory of Italy, France, Germany, Spain and China and the parties acknowledge that the above mentioned territorial extension is based upon (i) the multinational character of the Company, and (ii) on the fact that the business activity of the Company is carried out not only in Italy but also throughout Europe and Asia.

4.3

As specific consideration for this non competition obligation, you will be paid during the term of this Agreement an annual gross amount equal to Euro 115,000 (one hundred fifteen thousand), payable in 12 installments of equal amount in arrears on the last business day of each month during the term of this Agreement, to the extent you are still in office as Chairman and Managing Director of the Company.

4.4

In the event you do not comply with the obligation of this non competition clause, you undertake to pay to the Company, as a penalty, a sum of Euro 230,000 (two hundred thirty thousand) plus any additional damages suffered by the Company.

5.

CONFIDENTIALITY

5.1

You hereby undertake, during the term of this Agreement and thereafter, not to use, disclose or disseminate, either directly or indirectly, to any other person, organization or entity or otherwise employ in any manner whatsoever any privileged information in any way acquired in the performance of your office of director. In particular, you shall not disclose any technical or financial information, design, process, procedure, formula or improvement that is valuable and not generally known to the Company’s competitors. Such information shall include, without limitation, all information and documentation, whether or not subject to copyright, pertaining to product development, methods of operation, cost and pricing structures, marketing information, corporate strategy, product source and customer information, and other private, confidential business matters relating to the Company or any of its affiliates and/or subsidiaries

6.

TERM – RENEWAL

6.1

Subject to paragraph 7.1 below, this Agreement shall have a term of 12 (twelve) months effective from December 1, 2008, provided that the provisions of articles 4, 5 and 7 shall survive the termination of this Agreement to the extent provided therein.

6.2

This Agreement shall be automatically renewed for a 12 (twelve) month period at the expiration of the term under paragraph 6.1 (the “Expiration”), and at the expiration of any subsequent renewal hereunder (the “Renewal Expiration”), unless either party has sent to the other party notice in writing of its intention not to renew this Agreement at least 60 calendar days in advance of the Expiration or the Renewal Expiration, as applicable.

6.3

At your request, in the event of renewal of this Agreement, the Company will review your compensation under Articles 3.1 and. 3.2. Any mutually agreed changes to your compensation will be reflected in an amendment to this Agreement.

6.4

You acknowledge and agree that, following the Expiration or any Renewal Expiration of this Agreement, you shall not be entitled to receive any additional compensation or indemnity under this Agreement or otherwise.

7.

TERMINATION

7.1

The Company shall be entitled to terminate this Agreement at any time without notice, without prejudice to the right to seek damages under applicable law, in case you:

(a)

are in breach of any of the obligations set forth in articles 1, 2, 4 and 5;

(b)

are revoked as director of the Company for cause pursuant to the Italian Civil Code.

7.2

On the date of termination of this Agreement (and without prejudice to the rights or remedies of either party in respect of such termination or rights or remedies accrued as at such date of termination) you shall promptly:

(a)

resign (if you have not already done so) from Chairman and Managing Director of the Company, all offices held by you in the subsidiaries of the Company or in companies controlling, directly or indirectly, the Company without any compensation for loss of office;

(b)

return to the Company all lists of customers or contacts, correspondence, documents, credit cards and other property belonging to the Company, or any of its affiliates and/or subsidiaries, which may be in your possession or under your control.

7.3

Should this Agreement be terminated by the Company at any time during its term, or any renewal thereof, for reasons other than those indicated under Article 7.1 above you shall be entitled to receive a gross termination payment ( indennità di fine mandato ): equal to 1 (one) time the yearly compensation under Article 3.1 and 4.3, plus the amount equal to the bonus payable to you by the Company under article 3.2 with reference to the fiscal year preceding any such termination.

7.4

Should this Agreement be terminated by yo