X0303 4 2011-01-28 0000815097 CARNIVAL CORP CCL 0001243482 FRANK HOWARD S CARNIVAL CORPORATION 3655 NW 87TH AVE MIAMI FL 33178 1 1 Vice Chairman & COO Common Stock 2011-01-28 4 A 0 6540 0 A 382791.4776 D Common Stock 2011-01-28 4 F 0 2384 44.61 D 380407.4776 D Common Stock 5073 I Howard S. Frank GRAT #4 Common Stock 8954 I Howard S. Frank GRAT #5 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. Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs. /s/ Howard S Frank 2011-02-01