CARNIVAL CORP — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2011-01-28

Reporting Person: FRANK HOWARD S (Director, Vice Chairman & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-28	Common Stock	A	6540	—	Acquired	382791.4776	Direct
2011-01-28	Common Stock	F	2384	$44.61	Disposed	380407.4776	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5073	Indirect
Common Stock	8954	Indirect

Footnotes

F1: On January 28, 2011, the reporting person was granted 16,350 performance-based restricted stock units ("Performance RSUs"). 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). Because, as of the date of the grant, the Reporting Person was eligible for retirement due to his age, 6,540 Performance RSU's vested on January 28, 2011.

F2: Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs.