MIAMI, June 21, 1999 -- Cunard has announced that its vessels Queen Elizabeth 2, Vistafjord (to be renamed Caronia) and Royal Viking Sun (to be renamed Seabourn Sun) will undergo refitting and refurbishment by Lloyd Werft Bremerhaven GmbH late this year readying them for service in the new millennium.

While specific terms of the contract with Lloyd Werft were not disclosed, it is estimated that the total cost of the high profile re-design and upgrading of the three ships, including technical work and exterior maintenance and re-painting will be approximately US $34 million.

Timetable for the extended and pre-scheduled dry-docks for the three ships are: QE2 -- November 12-December 10; Vistafjord -- November 20-December 8 and Royal Viking Sun -- October 29-November 24.

The announcement of the Lloyd Werft contract was made by Larry Pimentel, President and CEO of Cunard Line Limited who stated:

"I am pleased to advise that Lloyd Werft in Bremerhaven has been awarded the contract for this important and dramatic upgrading of QE2, Vistafjord and Royal Viking Sun after a lengthy, diligent and exacting review process of major European shipyards."

Pimentel said that among the many considerations affecting the company's decision were:

"The unusual scope of the work dictated a yard with extraordinary capabilities and focus. Cunard has experienced the expertise of Lloyd Werft on four separate occasions with QE2 -- in 1983 and 1984 for dry-docking, survey work and minor conversions, then in 1986 when the German yard converted and re-engined QE2 from steam turbine to a state-of-the art, diesel-electric propulsion plant in 179 contract days. A fourth QE2 dry-docking visit in 1988 saw survey work and further conversions in public areas and passenger accommodations.

"There are also considerable advantages for us, as well as for Lloyd Werft, to have all three of these ships in the same shipyard at roughly the same time. From our position, having all three ships at one yard makes it easier for our marine and technical staff to liaise with Lloyd Werft and monitor the work on a day-to-day basis.

"We also have a great degree of confidence that Lloyd Werft can meet the stringent time-line for completion of this highly unusual project. The fact is that our year 2000 itineraries and schedules for our entire eight ship fleet must be secure and assured. We are comfortable with Lloyd Werft's commitment and contractual guarantees of on-time performance.

"I would like to add that we were also impressed with Lloyd Werft's top management which quickly understood the scope and importance of the total project. Early in our planning and negotiations with them it was apparent they were eager for the contract and would consider their winning it, not only of financial importance to the company and its workers and subcontractors, but an important feather in their collective caps," Pimentel stated.

"This refit and refurbishment program is a highly significant element in the branding and rebranding of our total fleet and its introduction at the start of the historic year 2000," he added.

In commenting on the contract, Werner Luken, Managing Director of Lloyd Werft, said "All of us at Lloyd Werft are delighted that we will be working with Cunard Line Limited on such an exciting project. We are cognizant of its great importance to the Cunard organization and are prepared to fully gear ourselves to meeting the agreed upon budget and the necessary time frame."

In closing, Pimentel commented: "Cunard Line Limited is undoubtedly the pre-eminent luxury cruise operation in the world. It has the most distinguished vessels in its fleet. This unprecedented effort will assure that we maintain our leadership position as we proceed into the new millennium. We are not only determined to provide the best shipboard service and ambiance, but to accomplish all of this aboard ships of unparalleled elegance and quality."

Cunard and Seabourn are two separate and distinct cruise lines. They were merged late May last year when Carnival Corporation (NYSE: CCL) acquired Cunard Line from Kvaerner ASA for $500 million. Carnival controls 68 percent with 32 percent in the hands of a Norwegian consortium. The merger brought together the five ships of the Cunard fleet -- QE2, Vistafjord, Royal Viking Sun and the Sea Goddesses I and II -- with Seabourn's three sister ships, Seabourn Pride, Spirit and Legend. The combined eight-ship fleet command almost 50 percent of the luxury cruise market worldwide.