First, recognize you have a tall order -- essentially, you want a Caddy or Mercedes on a Chevy budget. Second, some of the requirements would be best filled by a full SLR (which is not going to happen for $400) and some by a point-and-shoot (a fancy one however). You may have to give on some of your requirements.

My personal recommendations would be to start looking at Nikon and Canon. I prefer Nikon because I like how they work but Canon makes cameras that are just as good. Pick the compact cameras from them that come within your budget and compare them. Go into a camera store (not a big box retailer that has everything from cameras to TVs, computers and Clothes Washers) and ask to see them. Look at how they work and feel to you. Then do some more research -- look at the other brands you would like to consider and compare them to the ones you saw and held. Then go back to the camera store and compare any of these you think qualify to the ones you saw first. Pick the one you like the best.

Unfortunately, you have the specs for a dream camera and I do not think you will be able to find all of your requirements in one device -- but good luck.

I have two cameras -- one is a full digital Nikon SLR and the other is a Nikon compact with a 10X optical zoom.. If I want the best pictures, I use the SLR. If I want compactness and portability I use the small camera. Both are over four years old but I am not ready to replace either of them. For taking macro pictures, I use the SLR. For vacations, I often take only the compact. They both take excellent pictures.

When you evaluate the cameras, be sure to look at the quality of the pictures they can take. If you have the opportunity, print an 8x10 picture and look closely. Specs are not everything. You may find a 16 Megapixel camera that sounds good but when you look at the pictures, a 12 Megapixel camera may take much better photos. That is why I recommended starting with Nikon and Canon. IMHO they both have excellent lenses and both companies produce well built equipment. Compare any others to them for picture quality and feel.

Happy hunting and good luck.