CARNIVAL CORP — Director's Dealing 2011

Jun 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2011-06-06

Reporting Person: CAHILL GERALD RAYMOND (President & CEO, CCL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-06	Common Stock	A	3082	—	Acquired	114581	Direct
2011-06-06	Common Stock	A	42	—	Acquired	114623	Direct
2011-06-06	Common Stock	F	23791	—	Disposed	90832	Direct

Footnotes

F1: On January 28, 2011, the reporting person was granted 6,164 performance-based restricted stock units ("Performance RSUs"), pursuant to the 2002 Stock Plan (the "Plan"). The Reporting Person may earn from 0-200% of his target amount of Performance RSUs depending on the extent of Carnival Corporation & plc's earnings per share growth over the three-year performance period ending with fiscal 2013, subject to his continued employment during the performance period (with earlier partial vesting in certain cases upon eligibility for retirement, or death or disability, prior to the expiration of the performance period). On June 4, 2011 the Reporting Person attained Retirement Age as defined in the Plan, on June 6, 2011 and, pursuant to the terms of the Performance RSU agreement, he received 3,082 shares of Carnival Corporation common stock upon release of that number of Performance RSU's. In addition, the Reporting Person received settlement of dividend equivalents accumulated from the grant date through the release date on the released Performance RSUs.

F2: Represents a surrender of shares to satisfy tax withholding obligation related to the release from restriction, upon attaining Retirement Age, of shares originally awarded on December 19, 2008, February 1, 2010, January 19, 2011 and the vesting of Performance RSU's, as provided for under the terms of the Plan and the respective award agreements.