================================================================================

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                  PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )


Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X]  Preliminary Proxy Statement
[_]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[_]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting material Pursuant to Rule 14a-11(c) or Rule 14a-12


                              CARNIVAL CORPORATION
                                  CARNIVAL PLC
                ------------------------------------------------
                (Name of Registrant as Specified in its Charter)



    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


PAYMENT OF FILING FEE (Check the appropriate box):
[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 1)  Title of each class of securities to which transaction applies:____________
 2)  Aggregate number of securities to which transaction applies:_______________
 3)  Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
     calculated and state how it was determined):_______________________________
 4)  Proposed maximum aggregate value of transaction:___________________________
 5)  Total fee paid:____________________________________________________________
     [_]  Fee paid previously with preliminary materials.
     [_]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule 0-11(a)(2) and identify the filing for which the offsetting fee
          was paid previously. Identify the previous filing by registration
          statement number, or the Form or Schedule and the date of its filing.
 1)  Amount Previously Paid:____________________________________________________
 2)  Form, Schedule or Registration Statement No.:______________________________
 3)  Filing Party:
 4)  Date Filed:_______________________________________________

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                                [GRAPHIC OMITTED]
                      [LOGO - CARNIVAL CORPORATION & PLC]


                                                              February 20, 2007


MICKY ARISON
Chairman of the Boards
Chief Executive Officer

To our Shareholders:

On behalf of the  boards  of  directors  of each of  Carnival  Corporation  and
Carnival  plc,  it is my  pleasure  to invite  you to attend  our joint  annual
meetings of  shareholders.  The annual meetings will be held at The Southampton
Guildhall,  Southampton, United Kingdom on Monday, April 16, 2007. The meetings
will commence at 3:00 p.m. (UK time),  and although there are  technically  two
separate meetings (the Carnival plc meeting will begin first),  shareholders of
Carnival  Corporation  may attend the  Carnival  plc  meeting  and  vice-versa.
Because we have  shareholders in both the United Kingdom and the United States,
we plan to continue to rotate the location of the annual  meetings  between the
United  States  and the  United  Kingdom  each  year in  order  to  accommodate
shareholders on both sides of the Atlantic.

We are also offering an audio web cast of the annual meetings. If you choose to
listen  to  the  web  cast,  go  to  our  website  at  www.carnivalcorp.com  or
www.carnivalplc.com,  shortly  before the start of the  meetings and follow the
instructions provided. We will also be hosting an audio broadcast of the annual
meetings at our headquarters located at 3655 N.W. 87th Avenue,  Miami, Florida.
Although  shareholders  will not be able to vote in Miami  (they must  submit a
proxy to vote),  they  will be able to submit  questions  to the  directors  in
Southampton.

You will find information  regarding the matters to be voted on in the attached
notices of annual meetings of shareholders  and proxy  statement.  THE CARNIVAL
CORPORATION  NOTICE OF ANNUAL  MEETING  BEGINS ON PAGE 1 AND THE  CARNIVAL  PLC
NOTICE  OF  ANNUAL  GENERAL  MEETING  BEGINS  ON  PAGE  3.  Because  of the DLC
structure, all voting will take place on a poll (or ballot).

We are also pleased to offer our shareholders the opportunity to electronically
receive future proxy statements and annual reports over the internet.  By using
these  services,  you are not only accessing  these materials more quickly than
ever  before,  but you will also  help us reduce  printing  and  postage  costs
associated  with  their  distribution  as  well as help  preserve  the  earth's
valuable resources.

Your vote is important.  Whether or not you plan to attend the annual  meetings
in person, please submit your vote using one of the voting methods described in
the attached  materials.  Submitting  your voting  instructions by any of these
methods will not affect your right to attend the meetings in person  should you
so choose.

THE BOARDS OF DIRECTORS  CONSIDER  CARNIVAL  CORPORATION  PROPOSALS  1-9 (BEING
CARNIVAL  PLC  RESOLUTIONS  1-22)  TO BE IN  THE  BEST  INTERESTS  OF  CARNIVAL
CORPORATION & PLC AND THE SHAREHOLDERS AS A WHOLE.  ACCORDINGLY,  THE BOARDS OF
DIRECTORS  UNANIMOUSLY  RECOMMEND  THAT  YOU  CAST  YOUR  VOTE  "FOR"  CARNIVAL
CORPORATION PROPOSALS 1-9 (BEING CARNIVAL PLC RESOLUTIONS 1-22).

Thank you for your ongoing  support of, and  continued  interest  in,  Carnival
Corporation & plc.

                                              Sincerely,


                                              /s/ Micky Arison
                                              ---------------------
                                              Micky Arison





                               TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS..................1

NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS..................3

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS....... 8

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION....................13

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC............................16

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................18

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................22

PROPOSAL 1 (RESOLUTIONS 1-14) ELECTION AND RE-ELECTION OF DIRECTORS...........22

PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16).........................................24

RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL
        PLC AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC
        ACCOUNTING FIRM FOR CARNIVAL CORPORATION..............................24

PROPOSAL 4 (RESOLUTION 17) RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC....24

PROPOSAL 5 (RESOLUTION 18) APPROVAL OF DIRECTORS' REMUNERATION REPORT.........25

PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20) APPROVAL OF LIMITS ON THE AUTHORITY
        TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF PRE-EMPTION
        RIGHTS FOR CARNIVAL PLC...............................................25

PROPOSAL 8 (RESOLUTION 21)GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC
        ORDINARY SHARES.......................................................26

PROPOSAL 9 (RESOLUTION 22) APPROVAL OF ELECTRONIC COMMUNICATION WITH
        CARNIVAL PLC SHAREHOLDERS.............................................27

BOARD STRUCTURE AND COMMITTEE MEETINGS........................................29

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES..........................32

EXECUTIVE COMPENSATION........................................................34

EQUITY COMPENSATION PLANS.....................................................39

DEFINED BENEFIT AND OTHER PLANS...............................................40

REPORT OF THE COMPENSATION COMMITTEES AND CARNIVAL PLC DIRECTORS'
        REMUNERATION REPORT - PART I..........................................42

STOCK PERFORMANCE GRAPHS......................................................54

INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM.......................56

REPORT OF THE AUDIT COMMITTEES................................................57

TRANSACTIONS OF MANAGEMENT AND DIRECTORS......................................58


Annex A    Carnival plc Directors' Report and Summary Financial Information
Annex B    Carnival plc Directors' Remuneration Report - Part II
Annex C    Carnival plc Corporate Governance Report




                               [GRAPHIC OMITTED]
                          [LOGO CARNIVAL CORPORATION]

                             3655 N.W. 87TH AVENUE
                              MIAMI, FLORIDA 33178

                           __________________________

         NOTICE OF ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS

                           __________________________


DATE                    Monday, April 16, 2007

TIME                    3:00 p.m. (UK time), being 10:00 a.m. (Miami time)

                        The  Carnival  Corporation  annual  meeting  will start
                        directly   following  the  annual  general  meeting  of
                        Carnival plc. Southampton Guildhall

PLACE                   West Marlands Road Civic Center Southampton, Hants S014
                        7LP United Kingdom

WEBCAST                 www.carnivalcorp.com or www.carnivalplc.com

ITEMS OF BUSINESS       1.  To elect or re-elect 14  directors to the boards of
                            each of Carnival Corporation and Carnival plc;

                        2.  To re-appoint the independent auditors for Carnival
                            plc and to ratify the selection of the  independent
                            registered  certified  public  accounting  firm for
                            Carnival Corporation;

                        3.  To authorize the Audit Committee of Carnival plc to
                            agree the remuneration of the independent auditors;

                        4.  To receive the UK accounts and reports for Carnival
                            plc for the financial  year ended November 30, 2006
                            (in accordance with legal  requirements  applicable
                            to UK companies);

                        5.  To approve the  directors'  remuneration  report of
                            Carnival plc (in accordance with legal requirements
                            applicable to UK companies);

                        6.  To approve  limits on the authority to allot shares
                            by  Carnival  plc  (in  accordance  with  customary
                            practice for UK companies);

                        7.  To approve the disapplication of pre-emption rights
                            for  Carnival  plc  shares  (in   accordance   with
                            customary practice for UK companies);


                                       1


                        8.  To approve a general  authority for Carnival plc to
                            buy back  Carnival plc ordinary  shares in the open
                            market  (in  accordance  with  legal   requirements
                            applicable to UK 8 companies  desiring to implement
                            share buy back programs);

                        9.  To approve electronic  communications with Carnival
                            plc   shareholders   (in   accordance   with  legal
                            requirements applicable to UK companies); and

                        10. To transact  such other  business  as may  properly
                            come before the meeting.

RECORD DATE             You are  entitled  to vote  your  Carnival  Corporation
                        shares  if you  were a  shareholder  at  the  close  of
                        business on February 16, 2007.

MEETING ADMISSION       Attendance  at the meeting is limited to  shareholders.
                        Each Carnival  Corporation  shareholder may be asked to
                        present  valid  picture   identification,   such  as  a
                        driver's  license  or  passport.  Shareholders  holding
                        shares in brokerage  accounts  ("under a street  name")
                        will  need to  bring a copy  of a  brokerage  statement
                        reflecting share ownership as of the record date.

VOTING BY PROXY         Please  submit a proxy as soon as possible so that your
                        shares can be voted at the meeting in  accordance  with
                        your instructions.  For specific  instructions,  please
                        refer to the Questions and Answers  beginning on page 8
                        of this proxy  statement and the  instructions  on your
                        proxy card.

                                         On behalf of the Board of Directors



                                         /s/ Arnaldo Perez
                                         ----------------------
                                         ARNALDO PEREZ
                                         SENIOR VICE PRESIDENT,
                                         GENERAL COUNSEL & SECRETARY

A proxy  statement  and  proxy  card are  enclosed.  All  Carnival  Corporation
shareholders  are urged to follow the  instructions  attached to the proxy card
and  complete,  sign,  date and mail the  proxy  card  promptly.  The  enclosed
envelope  for return of the proxy card  requires  no postage.  Any  shareholder
attending the meeting in Southampton, United Kingdom may personally vote on all
matters that are considered, in which event the signed proxy will be revoked.

This proxy statement and  accompanying  proxy card are being  distributed on or
about March 9, 2007.





                                       2


THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT.  IF YOU ARE IN ANY DOUBT AS
TO THE ACTION YOU SHOULD TAKE, YOU IMMEDIATELY SHOULD CONSULT YOUR STOCKBROKER,
BANK MANAGER,  SOLICITOR,  ACCOUNTANT OR OTHER  INDEPENDENT  FINANCIAL  ADVISER
AUTHORIZED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000.

IF YOU HAVE SOLD OR  OTHERWISE  TRANSFERRED  ALL YOUR SHARES IN  CARNIVAL  PLC,
PLEASE SEND THIS  DOCUMENT AND THE  ACCOMPANYING  DOCUMENTS TO THE PURCHASER OR
TRANSFEREE OR TO THE STOCKBROKER,  BANK OR OTHER AGENT THROUGH WHOM THE SALE OR
TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.


                               [GRAPHIC OMITTED]
                            C A R N I V A L   P L C

                                 CARNIVAL HOUSE
                               5 GAINSFORD STREET
                                 LONDON SE1 2NE
                                 UNITED KINGDOM

                     _____________________________________

         NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS
                     _____________________________________


NOTICE IS HEREBY GIVEN that an ANNUAL  GENERAL  MEETING of Carnival plc will be
held  at  The  Southampton   Guildhall,   West  Marlands  Road,  Civic  Center,
Southampton,  Hants S014 7LP, United Kingdom on Monday,  April 16, 2007 at 3:00
p.m. (UK time),  being 10:00 a.m. (Miami time),  for the purpose of considering
and, if thought fit, passing the resolutions described below:

o       Resolutions 1 through 19 will be proposed as ordinary resolutions.  For
        ordinary  resolutions,  the  required  majority is more than 50% of the
        combined votes cast at this meeting and Carnival  Corporation's  annual
        meeting.

o       Resolutions 20 through 22 will be proposed as special resolutions.  For
        special resolutions,  the required majority is not less than 75% of the
        combined votes cast at this meeting and Carnival  Corporation's  annual
        meeting.


TO CONSIDER THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS:

RE-ELECTION OF DIRECTORS

1.      To re-elect Micky Arison as a director of Carnival Corporation and as a
        director of Carnival plc.

2.      To re-elect  Ambassador Richard G. Capen, Jr. as a director of Carnival
        Corporation and as a director of Carnival plc.

3.      To re-elect  Robert H. Dickinson as a director of Carnival  Corporation
        and as a director of Carnival plc.

4.      To re-elect Arnold W. Donald as a director of Carnival  Corporation and
        as a director of Carnival plc.

5.      To re-elect Pier Luigi Foschi as a director of Carnival Corporation and
        as a director of Carnival plc.


                                       3


6.      To re-elect  Howard S. Frank as a director of Carnival  Corporation and
        as a director of Carnival plc.

7.      To re-elect  Richard J.  Glasier as a director of Carnival  Corporation
        and as a director of Carnival plc.

8.      To re-elect Baroness Hogg as a director of Carnival  Corporation and as
        a director of Carnival plc.

9.      To re-elect  Modesto A. Maidique as a director of Carnival  Corporation
        and as a director of Carnival plc.

10.     To re-elect Sir John Parker as a director of Carnival  Corporation  and
        as a director of Carnival plc.

11.     To re-elect  Peter G.  Ratcliffe as a director of Carnival  Corporation
        and as a director of Carnival plc.

12.     To re-elect Stuart Subotnick as a director of Carnival  Corporation and
        as a director of Carnival plc.

13.     To elect  Laura Weil as a director  of  Carnival  Corporation  and as a
        director of Carnival plc.

14.     To re-elect Uzi Zucker as a director of Carnival  Corporation  and as a
        director of Carnival plc.

RE-APPOINTMENT AND REMUNERATION OF CARNIVAL PLC AUDITORS AND RATIFICATION OF
CARNIVAL CORPORATION AUDITORS

15.     To re-appoint the UK firm of PricewaterhouseCoopers  LLP as independent
        auditors of Carnival plc for the period  commencing upon the conclusion
        of the meeting  until the  conclusion  of the next  general  meeting at
        which the accounts of Carnival plc are laid and to ratify the selection
        of the  U.S.  firm  of  PricewaterhouseCoopers  LLP as the  independent
        registered certified public accounting firm of Carnival Corporation for
        the period  commencing  upon the  conclusion  of the meeting  until the
        conclusion of the next annual meeting of Carnival Corporation after the
        date on which this resolution is passed.

16.     To authorize the Audit  Committee of the board of directors of Carnival
        plc to agree the remuneration of the independent auditors.

ACCOUNTS AND REPORTS

17.     To  receive  the UK  accounts  and the  reports  of the  directors  and
        auditors of Carnival  plc for the  financial  year ended  November  30,
        2006.

DIRECTORS' REMUNERATION REPORT

18.     To approve the  directors'  remuneration  report of Carnival plc as set
        out in the annual  report for the  financial  year ended  November  30,
        2006.

ALLOTMENT OF SHARES

19.     THAT the authority  and power  conferred on the directors by Article 30
        of  Carnival  plc's  articles  of  association  be renewed for a period
        commencing  at the end of the  meeting  and  expiring at the end of the
        next annual  general  meeting of  Carnival  plc after the date on which
        this  resolution  is passed and for that  period the  Section 80 amount
        shall be $21,239,657.

TO CONSIDER THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS:

DISAPPLICATION OF PRE-EMPTION RIGHTS

20.     THAT subject to passing  ordinary  resolution 19 set out in the notice,
        the power  conferred on the  directors by Article 31 of Carnival  plc's
        articles of association  be renewed for a period  commencing at the end
        of the  meeting  and  expiring  at the end of the next  annual  general
        meeting  of  Carnival  plc after the date on which this  resolution  is
        passed and for that period the Section 89 amount shall be $17,688,017.


                                       4


GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES

21.     THAT Carnival plc be and is generally and unconditionally authorized to
        make market  purchases  (within the meaning of Section 163(3) of the UK
        Companies Act 1985 (the  "Companies  Act 1985")) of ordinary  shares of
        $1.66 each in the capital of Carnival plc provided that:

        (a)     the maximum number of ordinary shares authorized to be acquired
                is 10,655,432;
        (b)     the minimum price (exclusive of expenses) which may be paid for
                an ordinary share is $1.66;
        (c)     the maximum price which may be paid for an ordinary share is an
                amount  (exclusive  of  expenses)  equal to 105% of the average
                middle market  quotation for an ordinary share, as derived from
                the London Stock Exchange  ("LSE") Daily Official List, for the
                five business days immediately  preceding the day on which such
                ordinary share is contracted to be purchased; and
        (d)     this  authority   shall  expire  on  the  earlier  of  (i)  the
                conclusion of the annual general  meeting of Carnival plc to be
                held  in  2008  and  (ii)  18  months  from  the  date  of this
                resolution  (except in  relation  to the  purchase  of ordinary
                shares,  the  contract  of which was  entered  into  before the
                expiry of such authority).

ELECTRONIC COMMUNICATIONS WITH CARNIVAL PLC SHAREHOLDERS

22.     THAT Carnival plc may send or supply any document or  information  that
        is required or authorized  to be sent or supplied to a  shareholder  or
        any other person by Carnival plc by a provision of the  Companies  Acts
        (as defined in section 2 of the UK Companies  Act 2006 (the  "Companies
        Act 2006"), or pursuant to Carnival plc's articles of association or to
        any other rules or  regulations  to which Carnival plc may be subject),
        by making it available on a website,  and the  provisions of Schedule 5
        to the  Companies  Act 2006 shall apply  whether or not any document or
        information  is required or  authorized to be sent by the Companies Act
        2006 and this  resolution  shall  supersede  any  provision in Carnival
        plc's  articles of  association  to the extent that it is  inconsistent
        with this resolution.


By Order of the Board                           Registered Office:

                                                Carnival House
                                                5 Gainsford Street
                                                London  SE1 2NE
                                                United Kingdom


/s/ Arnaldo Perez
-----------------------
Arnaldo Perez
Company Secretary

February 20, 2007                               Registered Number 4039524



               VOTING ARRANGEMENTS FOR CARNIVAL PLC SHAREHOLDERS

Carnival plc shareholders can vote in either of two ways:

o       by attending the meeting and voting in person or by attorney or, in the
        case of corporate shareholders, by corporate representatives; or

o       by  appointing  a proxy to attend and vote on their  behalf,  using the
        proxy form enclosed with this notice of annual general meeting.


                                       5


VOTING IN PERSON (OR BY ATTORNEY)

If you come to the annual general  meeting,  please bring the  attendance  card
(attached to the enclosed proxy form) with you. This will mean you can register
more  quickly.  If you appoint an attorney to attend  instead of you, he or she
should bring an original or certified copy of the power of attorney under which
you have authorized them to attend and vote.

In  order to  attend  and  vote at the  annual  general  meeting,  a  corporate
shareholder  may  appoint  an  individual  to act as  its  representative.  The
appointment  must comply with the  requirements  of the Companies Act 1985. The
representative  should  bring  evidence  of their  appointment,  including  any
authority  under which it is signed,  to the meeting.  If you are a corporation
and are considering appointing a corporate  representative to represent you and
vote your  shareholding  in Carnival plc at the annual general  meeting you are
strongly  encouraged to  pre-register  your  corporate  representative  to make
registration  on  the  day  of  the  meeting  more   efficient.   In  order  to
pre-register,  please  fax your  Letter of  Representation  to  Carnival  plc's
registrar,  Lloyds  TSB  Registrars,  on 01903  833168  from  within the United
Kingdom or +44 1903 833168 from elsewhere.

VOTING BY PROXY

A shareholder entitled to attend and vote at the meeting is entitled to appoint
one or more proxies to attend and (on a poll) vote in his or her stead. A proxy
need not be a shareholder of Carnival plc.

To be effective,  a duly completed  proxy form and the authority (if any) under
which it is signed, or a notarially  certified copy of such authority,  must be
deposited (whether delivered  personally or by post) at the offices of Carnival
plc's registrars,  Lloyds TSB Registrars, The Causeway,  Worthing, West Sussex,
BN99 6AN,  United  Kingdom as soon as  possible  and in any event no later than
3:00 p.m.  (UK  time) on April 14,  2007.  Alternatively,  a proxy  vote may be
submitted via the internet in accordance with the  instructions  set out on the
proxy form.

In the case of joint registered holders, the signature of one holder on a proxy
card will be  accepted  and the vote of the senior  holder who  tenders a vote,
whether in person or by proxy,  shall be accepted to the exclusion of the votes
of the other joint holders. For this purpose,  seniority shall be determined by
the order in which names stand on the register of  shareholders of Carnival plc
in respect of the relevant joint holding.

In order for a proxy appointment or instruction made using the CREST service to
be valid, the appropriate CREST message (a "CREST Proxy  Instruction")  must be
properly  authenticated  in accordance with CRESTCo's  specifications  and must
contain the  information  required for such  instructions,  as described in the
CREST Manual. The message, regardless of whether it constitutes the appointment
of a proxy or an amendment to the instruction  given to a previously  appointed
proxy must, in order to be valid,  be  transmitted  so as to be received by the
issuer's  agent  (ID  7RA01)  by  the  latest  time(s)  for  receipt  of  proxy
appointments  specified in the notice of meeting. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST  Applications  Host) from which the issuer's  agent is
able to retrieve  the message by enquiry to CREST in the manner  prescribed  by
CREST.  After this time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through other means.

CREST members and,  where  applicable,  their CREST  sponsors or voting service
providers should note that CRESTCo does not make available  special  procedures
in CREST for any particular  messages.  Normal system  timings and  limitations
will therefore apply in relation to the input of CREST Proxy  Instructions.  It
is the  responsibility  of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting
service  provider(s),  to  procure  that his CREST  sponsor  or voting  service
provider(s) take(s)) such action as shall be necessary to ensure that a message
is  transmitted  by means of the CREST system by any  particular  time. In this
connection, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred,  in particular,  to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.

Carnival  plc  may  treat  as  invalid  a  CREST  Proxy   Instruction   in  the
circumstances set out in Regulation  35(5)(a) of the Uncertificated  Securities
Regulations 2001.


                                       6


SHAREHOLDERS WHO ARE ENTITLED TO VOTE

Carnival  plc,  pursuant  to  Regulation  41 of the  Uncertificated  Securities
Regulations  2001,  specifies  that only those  shareholders  registered in the
register  of members of  Carnival  plc at 11:00 p.m. on April 14, 2007 shall be
entitled  to attend or vote at the  meeting  in respect of the number of shares
registered  in their name at that time.  Changes to the entries on the register
of  members  after  11:00  p.m.  on April  14,  2007  shall be  disregarded  in
determining the rights of any person to attend or vote at the meeting.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the  following  documents  will be available  for  inspection  during
normal  business  hours  on  any  weekday  (public  holidays  excluded)  at the
registered  office  of  Carnival  plc from the date of this  notice  until  and
including  the date of the meeting and at the place of the meeting for at least
15 minutes prior to and during the meeting:

o       the register of interests of directors in the share capital of Carnival
        plc; and

o       copies of all service  agreements  (including  letters of  appointment)
        between each director and Carnival plc.


                                     * * *

There are 22  Resolutions  that  require  shareholder  approval  at the  annual
meeting this year. The directors  unanimously  recommend that you vote in favor
of Resolutions  1-22  (inclusive),  and encourage you to submit your vote using
one of the voting methods described herein. Submitting your voting instructions
by any of these  methods  will not affect  your right to attend the  meeting in
person should you so choose.





                                       7


                             QUESTIONS AND ANSWERS
               ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS

Q:      WHY AM I RECEIVING THESE MATERIALS?

A:      The board of directors of each of Carnival Corporation and Carnival plc
        (together,  "Carnival  Corporation  & plc," "we" or "us") is  providing
        these  proxy  materials  to you in  connection  with our  joint  annual
        meetings of shareholders on Monday, April 16, 2007. The annual meetings
        will be held at The Southampton  Guildhall,  West Marlands Road,  Civic
        Center, Southampton,  Hants S014 7LP, United Kingdom. The meetings will
        commence at 3:00 p.m. (UK time), and although  technically two separate
        meetings (the Carnival plc meeting will begin first),  shareholders  of
        Carnival   Corporation   may  attend  the   Carnival  plc  meeting  and
        vice-versa. For our U.S. shareholders,  we will be hosting a live audio
        broadcast  of the annual  meeting at our  headquarters  located at 3655
        N.W. 87th Avenue,  Miami, Florida 33178.  Shareholders in Miami will be
        able to submit questions to the directors in Southampton,  but will not
        be able to vote at that meeting.

Q:      WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?

A:      The  information  included  in  this  proxy  statement  relates  to the
        proposals  to be voted on at the  meetings,  the  voting  process,  the
        compensation  of directors and our most highly paid executive  officers
        and certain other information  required by U.S. Securities and Exchange
        Commission  rules  applicable  to both  companies.  We have attached as
        Annexes A, B and C to this proxy  statement  information  that Carnival
        plc is  required to provide to its  shareholders  under  applicable  UK
        rules.

Q:      WHAT PROPOSALS WILL BE VOTED ON AT EACH OF THE MEETINGS?

A:      The proposals to be voted on at each of the meetings are set out in the
        notices of meetings starting on pages 1 and 3 of this proxy statement.

Q:      WHAT IS THE VOTING RECOMMENDATION OF THE BOARDS OF DIRECTORS?

A:      Your  boards  of  directors  recommend  that you vote  "FOR" all of the
        proposals described in this proxy statement.

Q:      HOW DOES THE DLC STRUCTURE AFFECT MY VOTING RIGHTS?

A:      On  most  matters  that  affect  all of the  shareholders  of  Carnival
        Corporation  and  Carnival  plc,  the  shareholders  of both  companies
        effectively  vote  together  as a single  decision-making  body.  These
        matters  are called  "joint  electorate  actions."  Combined  voting is
        accomplished through the special voting shares that have been issued by
        each company. Certain matters specified in the organizational documents
        of Carnival Corporation and Carnival plc where the interests of the two
        shareholder bodies may diverge are called "class rights actions." These
        class rights  actions are voted on  separately by the  shareholders  of
        each company.  If either group of shareholders does not approve a class
        rights action, that action generally cannot be taken by either company.
        All of the proposals to be voted on at these annual  meetings are joint
        electorate actions, and there are no class rights actions.

Q:      GENERALLY, WHAT ACTIONS ARE JOINT ELECTORATE ACTIONS?

A:      Any resolution to approve an action other than a class rights action or
        a procedural  resolution  (described  below) is  designated  as a joint
        electorate  action.  The actions designated as joint electorate actions
        include:

        o     the appointment, removal, election or re-election of any director
              of either or both companies;

        o     if  required  by law,  the  receipt  or  adoption  of the  annual
              accounts of both companies;

        o     the appointment or removal of the independent  auditors of either
              company;


                                       8


        o     a change of name by either or both companies; or

        o     the implementation of a mandatory exchange of Carnival plc shares
              for  Carnival  Corporation  shares based on a change in tax laws,
              rules or regulations.

        The  relative  voting  rights  of  Carnival  plc  shares  and  Carnival
        Corporation  shares are equalized based on a ratio which we refer to as
        the "equalization  ratio." Based on the current  equalization  ratio of
        1:1, each Carnival  Corporation share has the same voting rights as one
        Carnival plc share on joint electorate actions.

Q:      HOW ARE JOINT ELECTORATE ACTIONS VOTED ON?

A:      Joint electorate actions are voted on as follows:

        o     Carnival plc  shareholders  vote at the annual general meeting of
              Carnival plc (whether in person or by proxy). Voting is on a poll
              (or ballot) which remains open for  sufficient  time to allow the
              vote at the Carnival Corporation meeting to be held and reflected
              in the Carnival plc meeting  through the mechanism of the special
              voting  share.  An  equivalent  vote is  cast  at the  subsequent
              Carnival   Corporation  meeting  on  each  of  the  corresponding
              resolutions  through a special  voting  share  issued by Carnival
              Corporation; and

        o     Carnival   Corporation   shareholders   vote   at  the   Carnival
              Corporation  annual  meeting  (whether  in person  or by  proxy).
              Voting  is by  ballot  (or on a  poll)  which  remains  open  for
              sufficient  time to allow the vote at the Carnival plc meeting to
              be held and reflected in the Carnival Corporation meeting through
              the mechanism of the special voting share.  An equivalent vote is
              cast on the corresponding resolutions at the Carnival plc meeting
              through a special voting share issued by Carnival plc.

        A joint electorate action is approved if it is approved by:

        o     a simple  majority  of the votes cast in the case of an  ordinary
              resolution (or not less than 75% of the votes cast in the case of
              a  special   resolution  if  required  by   applicable   law  and
              regulations  or  Carnival  plc's  articles)  by  the  holders  of
              Carnival  plc's shares and the holder of the Carnival plc special
              voting share as a single class at a meeting at which a quorum was
              present and acting;

        o     a simple  majority  of the  votes  cast  (or  other  majority  if
              required  by  applicable  law  and  regulations  or the  Carnival
              Corporation  articles  and  by-laws)  by the  holders of Carnival
              Corporation  shares  and the holder of the  Carnival  Corporation
              special voting share, voting as a single class at a meeting which
              a quorum was present and acting; and

        o     a minimum of one-third  of the total votes  available to be voted
              by the combined  shareholders must be cast on each resolution for
              it to be effective.  Formal  abstentions (or votes withheld) by a
              shareholder on a resolution will be counted as having been "cast"
              for this purpose.

Q:      HOW ARE THE DIRECTORS OF EACH COMPANY ELECTED OR RE-ELECTED?

A:      Resolutions  relating to the election or  re-election  of directors are
        considered as joint  electorate  actions.  No person may be a member of
        the board of directors of Carnival  Corporation or Carnival plc without
        also  being a member of the board of  directors  of the other  company.
        There are 14  nominees  for  election  or  re-election  to the board of
        directors of each company this year. Each nominee currently serves as a
        director of Carnival Corporation and Carnival plc. All directors are to
        be elected or  re-elected  to serve until the next annual  meetings and
        until their successors are elected.

Q:      WHAT  VOTES  ARE  REQUIRED  TO ELECT  DIRECTORS  OR  APPROVE  THE OTHER
        PROPOSALS?

A:      Carnival  Corporation   Proposals  7,  8  and  9  (being  Carnival  plc
        Resolutions  20, 21 and 22) are  required  to be approved by 75% of the
        combined votes cast at both meetings.


                                       9


        Each of the other proposals,  including the election and re-election of
        directors,  requires the  approval of a majority of the combined  votes
        cast at both meetings. Abstentions (including votes withheld, except in
        the case of the  election  or  re-election  of  directors  by  Carnival
        Corporation  shareholders as discussed  below) and broker non-votes are
        not deemed  votes cast for  purposes of  calculating  the vote,  but do
        count for the purpose of  determining  whether a quorum is present.  In
        the election of directors by Carnival Corporation  shareholders,  votes
        withheld  in respect of one or more  nominees  count for the purpose of
        determining  whether a quorum is  present  and are  deemed  votes  cast
        against such nominee or nominees.

        If you are a beneficial owner of Carnival Corporation shares and do not
        provide  the  shareholder  of record with a signed  voting  instruction
        card, your shares may constitute broker non-votes, as described in "HOW
        IS THE QUORUM  DETERMINED?"  In  tabulating  the voting  result for any
        particular  proposal,  shares which constitute broker non-votes are not
        deemed cast for purposes of calculating the vote.

Q:      GENERALLY, WHAT ARE PROCEDURAL RESOLUTIONS?

A:      Procedural  resolutions  are  resolutions  of a procedural or technical
        nature  that do not  adversely  affect  the  shareholders  of the other
        company in any material  respect and are put to the  shareholders  at a
        meeting.  The  special  voting  shares  do not  represent  any votes on
        "procedural  resolutions."  The chairman of each of the  meetings  will
        determine whether a resolution is a procedural resolution.

        To  the  extent  that  such   matters   require  the  approval  of  the
        shareholders of either company, any of the following will be procedural
        resolutions:

        o     that  certain  people be  allowed to attend or be  excluded  from
              attending the meeting;

        o     that  discussion  be  closed  and the  question  put to the  vote
              (provided no amendments have been raised);

        o     that the question under  discussion not be put to the vote (where
              a shareholder  feels the original motion should not be put to the
              meeting at all, if such  original  motion was brought  during the
              course of that meeting);

        o     to proceed  with  matters in an order  other than that set out in
              the notice of the meeting;

        o     to adjourn the debate (for example, to a subsequent meeting); and

        o     to adjourn the meeting.

Q:      WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?

A:      The voting  results  will be  announced  to the media and the  relevant
        stock exchanges and posted on our website at  www.carnivalcorp.com  and
        www.carnivalplc.com,  after both shareholder  meetings have closed. The
        results will also be published  in our joint  quarterly  report on Form
        10-Q for the second quarter of fiscal 2007 ending May 31, 2007.

Q:      WHAT IS THE QUORUM REQUIREMENT FOR THE MEETINGS?

A:      The  quorum  requirement  for  holding  the  meetings  and  transacting
        business  at the  meetings  is  one-third  of the  total  votes  of all
        shareholders of both companies  entitled to be voted.  Shareholders may
        be present in person (or by  attorney) or  represented  by proxy at the
        meetings.

Q:      HOW IS THE QUORUM DETERMINED?

A:      For purposes of  determining a quorum with respect to joint  electorate
        actions,  the special  voting  shares have the maximum  number of votes
        attached to them as were cast on such joint electorate actions,  either


                                      10


        for, against or abstained,  at the parallel  shareholder meeting of the
        other company, and such maximum number of votes (including abstentions)
        constitutes  shares  entitled  to vote  and  present  for  purposes  of
        determining whether a quorum exists at such meeting.

        In  order  for a quorum  to be  validly  constituted  with  respect  to
        meetings of shareholders convened to consider a joint electorate action
        or class rights action, the special voting entities must be present.

        Abstentions (including votes withheld) and broker non-votes are counted
        as present for the  purpose of  determining  the  presence of a quorum.
        Generally,  broker  non-votes  occur when shares held by a broker for a
        beneficial  owner are not voted with respect to a  particular  proposal
        because (1) the broker has not received  voting  instructions  from the
        beneficial owner and (2) the broker lacks discretionary voting power to
        vote such shares.

Q:      IS MY VOTE CONFIDENTIAL?

A:      Proxy  instructions,  ballots  and  voting  tabulations  that  identify
        individual  shareholders  are  handled in a manner that  protects  your
        voting privacy. Your vote will not be disclosed to third parties except
        (1) as necessary to meet applicable  legal  requirements,  (2) to allow
        for the  tabulation  of votes and  certification  of the vote or (3) to
        facilitate a successful proxy  solicitation by our boards of directors.
        Occasionally, shareholders provide written comments on their proxy card
        which are then forwarded to management.

Q:      WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETINGS?

A:      We will pay the entire cost of preparing, assembling, printing, mailing
        and  distributing  these proxy  materials and soliciting  votes for the
        meetings. We will also reimburse brokerage houses and other custodians,
        nominees and fiduciaries for their  reasonable  out-of-pocket  expenses
        for forwarding proxy materials to shareholders.

Q:      CAN I VIEW THE PROXY MATERIALS ELECTRONICALLY?

A:      This   proxy   statement   will   be   posted   on   our   website   at
        www.carnivalcorp.com or  www.carnivalplc.com.  We encourage you to take
        advantage of the convenience of accessing  these materials  through the
        internet as it is simple and fast to use, saves time and money,  and is
        environmentally friendly.

Q:      WHAT  REPORTS ARE FILED BY CARNIVAL  CORPORATION  AND CARNIVAL PLC WITH
        THE  U.S.  SECURITIES  AND  EXCHANGE  COMMISSION  AND HOW CAN I  OBTAIN
        COPIES?

A:      We file joint annual reports on Form 10-K,  joint quarterly  reports on
        Form  10-Q  and  joint  current  reports  on Form  8-K  with  the  U.S.
        Securities and Exchange Commission.  Copies of the Carnival Corporation
        & plc joint annual report on Form 10-K for the year ended  November 30,
        2006,  as well as any  joint  quarterly  reports  on Form 10-Q or joint
        current  reports  on Form 8-K,  as filed with the U.S.  Securities  and
        Exchange  Commission  can be viewed or obtained  without charge through
        the U.S.  Securities and Exchange  Commission's  website at www.sec.gov
        (under Carnival Corporation or Carnival plc) or at www.carnivalcorp.com
        or  www.carnivalplc.com.  Copies will also be provided to  shareholders
        without  charge upon written  request to Investor  Relations,  Carnival
        Corporation,  3655 N.W. 87th Avenue,  Miami,  Florida 33178 or Carnival
        plc,  Carnival  House,  5  Gainsford  Street,  London  SE1 2NE,  United
        Kingdom.  We  encourage  you to take  advantage of the  convenience  of
        accessing these materials through the internet as it is simple and fast
        to use, saves time and money, and is environmentally friendly.

Q:      MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETINGS?

A:      Carnival Corporation shareholders and Carnival plc shareholders (to the
        extent  permitted under Carnival plc's governing  documents and UK law)
        may submit proposals for consideration at future shareholder  meetings,
        including director  nominations.  In order for shareholder proposals to
        be  considered  for  inclusion in our proxy  statement  for next year's
        annual  meetings,  the  written  proposals  must  be  received  by  our
        Secretary no later than November 9, 2007. Such proposals also will need
        to comply with U.S. Securities and Exchange Commission  regulations and


                                      11


        UK corporate law  requirements  regarding the inclusion of  shareholder
        proposals  in  company  sponsored  proxy  materials.  Any  proposal  of
        shareholders to be considered at next year's meetings, but not included
        in our proxy  statement,  must be  submitted  in writing by January 23,
        2008.

Q:      MAY I NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?

A:      You may propose  director  candidates for  consideration by our board's
        Nominating  &  Governance  Committee.   In  order  to  have  a  nominee
        considered by the Nominating & Governance Committee for election at the
        2008 annual meetings you must submit your  recommendation in writing to
        the  attention  of our  Secretary  at our  headquarters  not later than
        November 9, 2007. Any such recommendation must include:

        o     the name and address of the candidate;

        o     a brief biographical description, including his or her occupation
              for  at  least  the  last  five  years,  and a  statement  of the
              qualifications of the candidate,  taking into account the factors
              referred to below in "BOARD  STRUCTURE AND COMMITTEE  MEETINGS --
              NOMINATIONS OF DIRECTORS"; and

        o     the candidate's  signed consent to serve as a director if elected
              and to be named in the proxy statement.





                                      12



           QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION

Carnival  plc  shareholders   should  refer  to  the  "QUESTIONS   SPECIFIC  TO
SHAREHOLDERS OF CARNIVAL PLC" beginning on page 16.

Q:      WHAT CARNIVAL CORPORATION SHARES OWNED BY ME CAN BE VOTED?

A:      All Carnival  Corporation  shares owned by you as of February 16, 2007,
        the record date,  may be voted by you.  These shares  include those (1)
        held  directly  in your name as the  shareholder  of record,  including
        shares purchased through Carnival  Corporation's  Dividend Reinvestment
        Plan and its Employee  Stock  Purchase Plan and (2) held for you as the
        beneficial owner through a stockbroker, bank or other nominee.

Q:      WILL I BE ASKED TO VOTE AT THE CARNIVAL PLC ANNUAL MEETING?

A:      No. Your vote at the Carnival  Corporation annual meeting, for purposes
        of  determining  the  outcome  of  combined  voting,  is  automatically
        reflected as appropriate at the parallel annual meeting of Carnival plc
        through the  mechanism  of the special  voting share issued by Carnival
        plc.

Q:      WHAT IS THE  DIFFERENCE  BETWEEN  HOLDING  SHARES AS A  SHAREHOLDER  OF
        RECORD AND AS A BENEFICIAL OWNER?

A:      Most of the  shareholders  of Carnival  Corporation  hold their  shares
        through a  stockbroker,  bank or other nominee  rather than directly in
        their own  name.  As  summarized  below,  there  are some  distinctions
        between shares held of record and those owned beneficially.

        SHAREHOLDER OF RECORD

        If your  shares  are  registered  directly  in your name with  Carnival
        Corporation's transfer agent,  Computershare Investor Services LLC, you
        are  considered,  with  respect to those  shares,  the  shareholder  of
        record, and these proxy materials are being sent directly to you by us.
        As the  shareholder of record,  you have the right to grant your voting
        proxy  directly to the persons  named in the proxy or to vote in person
        at the meeting.  Carnival Corporation has enclosed a proxy card for you
        to use.

        BENEFICIAL OWNER

        If your  shares are held in a stock  brokerage  account or by a bank or
        other nominee,  you are considered the beneficial  owner of shares held
        in street name, and these proxy materials are being forwarded to you by
        your broker or nominee who is considered, with respect to those shares,
        the shareholder of record.  As the beneficial owner, you have the right
        to direct your broker on how to vote and are also invited to attend the
        meeting.  However, since you are not the shareholder of record, you may
        not vote these shares in person at the meeting.  Your broker or nominee
        has enclosed a voting instruction card for you to use.

Q:      HOW CAN I VOTE MY CARNIVAL CORPORATION SHARES IN PERSON AT THE MEETING?

A:      Shares held directly in your name as the  shareholder  of record may be
        voted in person at the annual meeting in Southampton.  If you choose to
        do  so,   please   bring  the   enclosed   proxy   card  and  proof  of
        identification.

        Even if you plan to attend the annual  meeting,  we recommend  that you
        also  submit  your proxy as  described  below so that your vote will be
        counted if you later decide not to attend the  meeting.  Shares held in
        street  name may be voted in person by you only if you  obtain a signed
        proxy from the record  holder  giving you the right to vote the shares.
        Please refer to the voting  instruction card included by your broker or
        nominee.

Q:      HOW CAN I VOTE MY CARNIVAL  CORPORATION  SHARES  WITHOUT  ATTENDING THE
        MEETING?

A:      Whether  you hold  shares  directly  as the  shareholder  of  record or
        beneficially in street name, you may direct your vote without attending
        the  meeting.  You may vote by  granting a proxy or, for shares held in
        street  name,  by  submitting  voting  instructions  to your  broker or
        nominee.  For  shareholders of record,  you may do this by signing your


                                      13


        proxy card and mailing it in the  enclosed  envelope.  If you  provided
        specific  voting  instructions,  your  shares  will  be  voted  as  you
        instruct. If you sign but do not provide instructions, your shares will
        be voted as  described  below in "HOW ARE VOTES  COUNTED?"  Where  your
        shares are held in street name,  in most  instances you will be able to
        do this over the  internet at  www.proxyvote.com,  by  telephone  or by
        mail.  Please  refer to the voting  instruction  card  included by your
        broker or nominee.

        We are also offering an audio web cast of the annual  meetings.  If you
        choose   to   listen  to  the  web   cast,   go  to  our   website   at
        www.carnivalcorp.com or www.carnivalplc.com shortly before the start of
        the meetings and follow the instructions provided.

Q:      CAN I CHANGE MY VOTE?

A:      You may change your proxy  instruction at any time prior to the vote at
        the annual  meeting.  For shares held  directly  in your name,  you may
        accomplish  this by  granting a new proxy  bearing a later date  (which
        automatically  revokes the earlier  proxy) or by  attending  the annual
        meeting and voting in person.  Attendance at the meeting will not cause
        your previously  granted proxy to be revoked unless you specifically so
        request.  For shares owned beneficially by you, you may accomplish this
        by submitting new voting instructions to your broker or nominee.

Q:      WHAT  DOES  IT  MEAN  IF I  RECEIVE  MORE  THAN  ONE  PROXY  OR  VOTING
        INSTRUCTION CARD?

A:      It means your shares are registered differently or are in more than one
        account.  Please  provide voting  instructions  on each proxy or voting
        card you receive and mail each, as directed.

Q:      WHO CAN ATTEND THE CARNIVAL CORPORATION MEETING?

A:      All  Carnival  Corporation  shareholders  of record as of February  16,
        2007,  or their  duly  appointed  proxies,  may  attend and vote at the
        meeting.  Each  shareholder  may be  asked  to  present  valid  picture
        identification, such as a driver's license or passport.

        If you hold your shares  through a stockbroker  or other  nominee,  you
        will need to provide  proof of ownership  by bringing  either a copy of
        the voting  instruction  card  provided  by your  broker or a copy of a
        brokerage  statement  showing  your share  ownership as of February 16,
        2007 together with proof of identification.  Cameras, recording devices
        and other electronic devices will not be permitted at the meeting.

Q:      WHAT  CLASS  OF  SHARES  ARE  ENTITLED  TO BE  VOTED  AT  THE  CARNIVAL
        CORPORATION MEETING?

A:      Carnival  Corporation  has only one class of common stock  outstanding.
        Each share of Carnival  Corporation  common stock outstanding as of the
        close of business on February 16, 2007, the record date, is entitled to
        one vote at the  annual  meeting.  As of  January  31,  2007,  Carnival
        Corporation  had   623,064,298   shares  of  common  stock  issued  and
        outstanding.  The  trust  shares  of  beneficial  interest  in the  P&O
        Princess  Special  Voting  Trust  that are paired  with your  shares of
        common stock do not give you separate voting rights.

Q:      HOW ARE VOTES COUNTED?

A:      In the election of directors, you may vote "FOR" all of the nominees or
        you  may  "WITHHOLD"  your  vote  with  respect  to one or  more of the
        nominees.  In the  election  of  directors,  a vote  "withheld"  on the
        Carnival  Corporation  proxy card has the same effect as a vote against
        the  indicated  nominee or nominees.  You may vote "FOR,"  "AGAINST" or
        "ABSTAIN" for each of the other proposals.  If you "ABSTAIN," it has no
        effect  on the  outcome  of the  votes,  although  abstentions  will be
        counted for  purposes of  determining  if a quorum is present for joint
        electorate  actions.  If you sign  your  proxy  card or  broker  voting
        instruction  card with no further  instructions,  your  shares  will be
        voted  in  accordance  with  the   recommendations  of  the  boards  of
        directors.


                                      14


Q:      WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?

A:      Other than the proposals  described in this proxy  statement,  Carnival
        Corporation  does not expect any matters to be presented  for a vote at
        the annual  meeting.  If you grant a proxy,  the persons named as proxy
        holders, Micky Arison, Carnival Corporation's Chairman of the Board and
        Chief  Executive  Officer,  and Arnaldo Perez,  Carnival  Corporation's
        Senior Vice  President,  General  Counsel and Secretary,  will have the
        discretion  to vote your  shares  on any  additional  matters  properly
        presented for a vote at the meeting.  If for any unforeseen  reason any
        of our nominees is unable to accept  nomination  or election  (which is
        not  anticipated),  the persons  named as proxy  holders will vote your
        proxy for such other candidate or candidates as may be nominated by the
        boards of directors.

Q:      WHO WILL COUNT THE VOTE?

A:      A representative  of Computershare  Investor Services LLC, our transfer
        agent, will tabulate the votes and act as the inspector of elections.





                                      15



               QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC

Carnival  Corporation  shareholders  should  refer to  "QUESTIONS  SPECIFIC  TO
SHAREHOLDERS OF CARNIVAL CORPORATION" beginning on page 13.

Q:      WHO IS  ENTITLED  TO ATTEND AND VOTE AT THE ANNUAL  GENERAL  MEETING OF
        CARNIVAL PLC?

A:      If you are a Carnival  plc  shareholder  registered  in the register of
        members of Carnival plc at 11:00 p.m. (UK time) on April 14, 2007,  you
        will be  entitled  to attend in person and vote at the  annual  general
        meeting  to be held in  Southampton,  United  Kingdom in respect of the
        number of Carnival plc shares registered in your name at that time. You
        may also  appoint  one or more  proxies  to attend and (on a poll) vote
        instead of you.  If you are a  corporation  you may appoint a corporate
        representative  to represent you and vote your shareholding in Carnival
        plc at the annual  general  meeting to be held in  Southampton,  United
        Kingdom.  For further details regarding appointing a proxy or corporate
        representative please see below.

        We are also offering an audio web cast of the annual  meetings.  If you
        choose   to   listen  to  the  web   cast,   go  to  our   website   at
        www.carnivalcorp.com or www.carnivalplc.com shortly before the start of
        the  meetings   and  follow  the   instructions   provided.   For  your
        convenience,  we will also be  hosting a live  audio  broadcast  of the
        Carnival plc annual general meeting and the Carnival Corporation annual
        meeting, at our headquarters  located at 3655 N.W. 87th Avenue,  Miami,
        Florida  33178,  from 10:00 a.m.  (Miami  time).  All  Carnival plc and
        Carnival  Corporation  shareholders  and their  guests  are  welcome to
        attend  the  live  audio  broadcast,  although  only  Carnival  plc and
        Carnival  Corporation  shareholders will be able to submit questions to
        the directors  from Miami.  Please note further that only  shareholders
        attending the meetings to be held in  Southampton  will be able to vote
        in person.  Accordingly,  Carnival plc shareholders attending the audio
        broadcast  of the meetings in Miami will need to submit a proxy to make
        their vote count.

Q:      WILL I BE ASKED TO VOTE AT THE CARNIVAL CORPORATION ANNUAL MEETING?

A:      No. Your vote at the Carnival plc annual general meeting,  for purposes
        of determining the outcome of combined  voting,  will  automatically be
        reflected as  appropriate  at the parallel  annual  meeting of Carnival
        Corporation  through the mechanism of a special  voting share issued by
        Carnival Corporation.

Q:      HOW DO I VOTE MY  CARNIVAL  PLC  SHARES  WITHOUT  ATTENDING  THE ANNUAL
        GENERAL MEETING?

A:      You may vote your Carnival plc shares at the annual general  meeting by
        completing  and signing the enclosed form of proxy in  accordance  with
        the  instructions  set  out on the  form  and  returning  it as soon as
        possible,  but in any  event so as to be  received  by  Carnival  plc's
        registrar, Lloyds TSB Registrars, The Causeway,  Worthing, West Sussex,
        BN99 6AN,  by not later  than  3:00 p.m.  (UK time) on April 14,  2007.
        Alternatively,  a proxy  vote  may be  submitted  via the  internet  in
        accordance with the  instructions set out in the proxy form. It is also
        possible  to  appoint  a proxy  via the CREST  system,  please  see the
        Carnival  plc Notice of Annual  General  Meeting for  further  details.
        Voting by proxy does not preclude you from attending the annual general
        meeting and voting in person should you wish to do so.

        If you are a  corporation  you can vote your Carnival plc shares at the
        annual general  meeting by appointing a corporate  representative.  You
        are strongly  encouraged to pre-register your corporate  representative
        to make  registration  on the day of the annual meeting more efficient.
        In  order  to  pre-register  you  would  need  to fax  your  Letter  of
        Representation to Carnival plc's registrar,  Lloyds TSB Registrars,  on
        01903  833168  from  within the United  Kingdom or +44 1903 833168 from
        elsewhere.

        Corporate  representatives  themselves are urged to arrive at least two
        hours  before  commencement  of the  annual  general  meeting to assist
        Carnival plc's registrar with the appropriate registration formalities.
        Whether or not you intend to appoint a  corporate  representative,  you
        are  strongly  encouraged  to  return  the  enclosed  form of  proxy to
        Carnival plc's registrar.


                                      16


Q:      CAN I CHANGE MY VOTE GIVEN BY PROXY OR BY MY CORPORATE REPRESENTATIVE?

A:      Yes, in certain circumstances. You may change your proxy vote by either
        completing,  signing and dating a new form of proxy in accordance  with
        its  instructions  and returning it to Carnival plc's  registrars by no
        later than 3:00 p.m. (UK time) on April 14, 2007,  or by attending  and
        voting in person at the annual  general  meeting.  If you do not attend
        and vote in person at the annual general meeting and wish to revoke the
        appointment of your proxy or corporate representative you must do so by
        delivering a notice of such revocation to Carnival plc's  registrars at
        least three hours before the start of the annual general meeting.

Q:      WHAT  CLASS OF SHARES  ARE  ENTITLED  TO BE VOTED AT THE  CARNIVAL  PLC
        MEETING?

A:      Carnival  plc has only one class of  ordinary  shares  in  issue.  Each
        Carnival  plc  ordinary  share in issue as of the close of  business on
        April  14,  2007,  is (on a poll)  entitled  to one vote at the  annual
        general meeting.  As of January 31, 2007,  Carnival plc had 213,108,640
        ordinary  shares  issued  and  outstanding.   However,  the  42,329,877
        Carnival plc ordinary shares  indirectly  held by Carnival  Corporation
        have no voting rights (in  accordance  with Carnival  plc's articles of
        association).

Q:      HOW ARE VOTES COUNTED?

A:      You may vote "FOR,"  "AGAINST" or "WITHHOLD"  your vote for each of the
        resolutions.  If you "WITHHOLD," it has no effect on the outcome of the
        votes,  although  withheld  votes  will  be  counted  for  purposes  of
        determining if a quorum is present for joint electorate actions.



                                      17


          STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set  forth  below is  information  concerning  the share  ownership  of (1) all
persons  known  by us to be  the  beneficial  owners  of  5%  or  more  of  the
623,064,298  shares of Carnival  Corporation  common  stock and trust shares of
beneficial  interest in the P&O Princess Special Voting Trust outstanding as of
January 31, 2007, (2) all persons known by us to be the beneficial owners of 5%
or more of the  213,108,640  ordinary  shares of Carnival plc outstanding as of
January  31,  2007,  42,329,877  of which  are  indirectly  owned  by  Carnival
Corporation and have no voting rights, (3) each of our executive officers named
in the  Summary  Compensation  Table  which  appears  elsewhere  in this  proxy
statement,  (4) each of our other directors and (5) all directors and executive
officers as a group.

Micky  Arison,  Chairman  of the board and Chief  Executive  Officer of each of
Carnival  Corporation  and Carnival  plc,  certain  other members of the Arison
family  and   trusts   for  their   benefit   (collectively,   the   "Principal
Shareholders"),  beneficially own shares representing  approximately 37% of the
voting  power of Carnival  Corporation  and  approximately  29% of the combined
voting  power of  Carnival  Corporation  & plc and have  informed  us that they
intend to cause all such  shares to be voted in favor of the 14 nominees to the
boards of directors  named in this proxy  statement and in favor of Proposals 2
through 9 listed in the accompanying  Carnival  Corporation  Notice of Meeting.
The table begins with ownership of the Principal Shareholders.

The  number of shares  beneficially  owned by each  entity,  person,  director,
nominee or executive  officer is determined under rules of the U.S.  Securities
and Exchange Commission,  and the information is not necessarily  indicative of
beneficial  ownership  for any other  purpose.  Under  such  rules,  beneficial
ownership includes any shares as to which the individual has the sole or shares
voting power or investment power and also any shares which the individual would
have the right to acquire as of April 1, 2007 (being 60 days after  January 31,
2007)  through the  exercise of any stock  option  ("Vested  Options")  and the
vesting of restricted share units.

                           BENEFICIAL OWNERSHIP TABLE



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      AMOUNT AND
                                                                                                                       NATURE OF
                                                                         AMOUNT AND NATURE         PERCENT OF          BENEFICIAL
                                                                      OF BENEFICIAL OWNERSHIP       CARNIVAL           OWNERSHIP
                                                                      OF CARNIVAL CORPORATION     CORPORATION      OF CARNIVAL PLC
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1)         SHARES AND TRUST SHARES*    COMMON STOCK     ORDINARY SHARES
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Micky Arison......................................................      180,996,639(2)(3)(4)          29.0%                 0
Shari Arison......................................................        2,440,908(2)(5)               ***                 0
         c/o SAFO LLC
         10800 Biscayne Boulevard
         Miami, FL  33161
MA 1994 B Shares, L.P.............................................      106,114,284(2)(6)             17.0%                 0
MA 1994 B Shares, Inc.............................................      106,114,284(2)(6)             17.0%                 0
Nickel 1994 "B" Trust.............................................      106,114,284(2)(6)             17.0%                 0
Nickel 2003 Revocable Trust.......................................          881,747(2)(7)               ***                 0
Artsfare 2005 Trust No. 2.........................................       32,866,264(2)(8)(13)          5.3%                 0
         c/o SunTrust Delaware Trust Company
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
Artsfare 2006 Trust No. 1.........................................        1,805,943(8)(13)              ***                 0
         c/o SunTrust Delaware Trust Company
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
Artsfare 2006 Trust No. 2.........................................        6,473,623(8)(13)             1.0%                 0
         c/o SunTrust Delaware Trust Company
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
JPMorgan Trust Company of Delaware................................        3,759,010(2)(9)               ***                 0
JMD-LMA Protector, Inc............................................       41,145,830(2)(8)              6.6%                 0
Nickel 2003 GRAT..................................................        2,592,895(2)                  ***                 0
Nickel Continued Irrevocable Trust................................        2,124,560(2)                  ***                 0
Eternity Two Trust................................................        3,759,010(2)(3)(9)(14)        ***                 0
Jafasa Continued Irrevocable Trust................................        1,000,000(2)(3)               ***                 0
MBA I, L.P........................................................        2,191,449(2)(3)(10)           ***                 0
Artsfare 2003 Trust...............................................         2,191,449(2)(3)(10)          ***                 0
TAMMS Investment Company, Limited Partnership.....................          759,010(2)(3)               ***                 0
TAMMS Management Corporation......................................          791,449(2)(3)               ***                 0


--------------------------------------------------------------------------------------------------------------
                                                                         PERCENT OF            PERCENT OF
                                                                        CARNIVAL PLC            COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1)         ORDINARY SHARES          VOTING POWER
--------------------------------------------------------------------------------------------------------------
                                                                                         
Micky Arison......................................................            0                     22.8%
Shari Arison......................................................            0                       ***
         c/o SAFO LLC
         10800 Biscayne Boulevard
         Miami, FL  33161
MA 1994 B Shares, L.P.............................................            0                     13.4%
MA 1994 B Shares, Inc.............................................            0                     13.4%
Nickel 1994 "B" Trust.............................................            0                     13.4%
Nickel 2003 Revocable Trust.......................................            0                       ***
Artsfare 2005 Trust No. 2.........................................            0                      4.1%
         c/o SunTrust Delaware Trust Company
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
Artsfare 2006 Trust No. 1.........................................            0                       ***
         c/o SunTrust Delaware Trust Company
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
Artsfare 2006 Trust No. 2.........................................            0                       ***
         c/o SunTrust Delaware Trust Company
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
JPMorgan Trust Company of Delaware................................            0                       ***
JMD-LMA Protector, Inc............................................            0                      5.2%
Nickel 2003 GRAT..................................................            0                       ***
Nickel Continued Irrevocable Trust................................            0                       ***
Eternity Two Trust................................................            0                       ***
Jafasa Continued Irrevocable Trust................................            0                       ***
MBA I, L.P........................................................            0                       ***
Artsfare 2003 Trust...............................................            0                       ***
TAMMS Investment Company, Limited Partnership.....................            0                       ***
TAMMS Management Corporation......................................            0                       ***


                                      18




------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      AMOUNT AND
                                                                                                                       NATURE OF
                                                                         AMOUNT AND NATURE         PERCENT OF          BENEFICIAL
                                                                      OF BENEFICIAL OWNERSHIP       CARNIVAL           OWNERSHIP
                                                                      OF CARNIVAL CORPORATION     CORPORATION      OF CARNIVAL PLC
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1)         SHARES AND TRUST SHARES*    COMMON STOCK     ORDINARY SHARES
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
James M. Dubin....................................................      117,408,814(2)(3)(11)         18.8%                 0
         c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
         1285 Avenue of the Americas
         New York, NY  10019
John J. O'Neil....................................................       65,546,535(2)(3)(12)(14)     10.5%                 0
         c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
         1285 Avenue of the Americas
         New York, NY  10019
SunTrust Delaware Trust Company...................................       41,145,830(2)(13)             6.6%                 0
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
JMD Delaware, Inc.................................................        8,525,000(2)(3)(6)(7)        1.4%                 0
Knight Protector, Inc.............................................       65,546,535(2)(3)(14)         10.5%                 0
Citigroup Inc.....................................................       64,132,382(15)               10.3%                 0
         399 Park Avenue
         New York, NY  10043
Citigroup Institutional Trust Company.............................       61,813,925(15)                9.9%                 0
         824 Market Street
         Wilmington, DE  19801
Robert H. Dickinson...............................................          504,000(16)                 ***                 0
Pier Luigi Foschi.................................................                0                     ***           118,000(17)
         c/o Costa Crociere S.p.A.
         Via XII Ottobre, 2
         16121 Genoa
         Italy
Howard S. Frank...................................................          650,265(18)                 ***                 0
Peter G. Ratcliffe................................................           57,974(19)                 ***                 0(20)
         c/o Princess Cruise Lines
         24305 Town Center Drive
         Santa Clarita, CA  91355
Ambassador Richard G. Capen, Jr...................................           49,202(21)                 ***                 0
         6077 San Elijo
         Rancho Santa Fe, CA  92067
Arnold W. Donald..................................................           26,650(22)                 ***                 0
         Juvenile Diabetes Research Foundation International
         1 North Brentwood Blvd., Suite 510
         Clayton, MO  63105
Richard J. Glasier................................................            9,000(23)                 ***                 0
         122 Crystal Canyon Drive
         Carbondale, CO  81623
Baroness Hogg.....................................................            5,000                     ***             1,874
         c/o 3i Group plc
         91 Waterloo Road
         London  SE1 8XP
         United Kingdom
A. Kirk Lanterman.................................................          166,788(24)                 ***                 0
         c/o Holland America Line Inc.
         300 Elliott Avenue West
         Seattle, WA  98119
Modesto A. Maidique...............................................           42,400(25)                 ***                 0
         c/o Florida International University
         Office of the President
         University Park Campus
         107th Avenue and S.W. 8th Street
         Miami, FL  33199
Sir John Parker...................................................            5,000                     ***            10,004(26)
         c/o National Grid plc
         1-3 Strand
         London  WC2N 5EH
         United Kingdom
Stuart Subotnick..................................................            7,000                     ***                 0
         c/o Metromedia Company
         810 7th Avenue, 29th Floor
         New York, NY  10019
Laura Weil........................................................                0                      0                  0
         220 East 73rd Street
         New York, NY  10021
Uzi Zucker........................................................           75,600(27)                 ***                 0
         870 5th Avenue
         New York, NY  10021
Capital Research and Management Company...........................       97,621,200(28)               15.7%                 0
         333 South Hope Street
         Los Angeles, CA  90071
The Growth Fund of America, Inc...................................       36,100,000(28)                5.8%                 0
         333 South Hope Street
         Los Angeles, CA  90071


--------------------------------------------------------------------------------------------------------------
                                                                         PERCENT OF            PERCENT OF
                                                                        CARNIVAL PLC            COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1)         ORDINARY SHARES          VOTING POWER
--------------------------------------------------------------------------------------------------------------
                                                                                         
James M. Dubin....................................................            0                     14.8%
         c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
         1285 Avenue of the Americas
         New York, NY  10019
John J. O'Neil....................................................            0                      8.3%
         c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
         1285 Avenue of the Americas
         New York, NY  10019
SunTrust Delaware Trust Company...................................            0                      5.2%
         1011 Centre Road, Suite 108
         Wilmington, DE  19805
JMD Delaware, Inc.................................................            0                      1.1%
Knight Protector, Inc.............................................            0                      8.3%
Citigroup Inc.....................................................            0                      8.1%
         399 Park Avenue
         New York, NY  10043
Citigroup Institutional Trust Company.............................            0                      7.8%
         824 Market Street
         Wilmington, DE  19801
Robert H. Dickinson...............................................            0                       ***
Pier Luigi Foschi.................................................          ***                       ***
         c/o Costa Crociere S.p.A.
         Via XII Ottobre, 2
         16121 Genoa
         Italy
Howard S. Frank...................................................            0                       ***
Peter G. Ratcliffe................................................          ***                       ***
         c/o Princess Cruise Lines
         24305 Town Center Drive
         Santa Clarita, CA  91355
Ambassador Richard G. Capen, Jr...................................            0                       ***
         6077 San Elijo
         Rancho Santa Fe, CA  92067
Arnold W. Donald..................................................            0                       ***
         Juvenile Diabetes Research Foundation International
         1 North Brentwood Blvd., Suite 510
         Clayton, MO  63105
Richard J. Glasier................................................            0                       ***
         122 Crystal Canyon Drive
         Carbondale, CO  81623
Baroness Hogg.....................................................          ***                       ***
         c/o 3i Group plc
         91 Waterloo Road
         London  SE1 8XP
         United Kingdom
A. Kirk Lanterman.................................................            0                       ***
         c/o Holland America Line Inc.
         300 Elliott Avenue West
         Seattle, WA  98119
Modesto A. Maidique...............................................            0                       ***
         c/o Florida International University
         Office of the President
         University Park Campus
         107th Avenue and S.W. 8th Street
         Miami, FL  33199
Sir John Parker...................................................          ***                       ***
         c/o National Grid plc
         1-3 Strand
         London  WC2N 5EH
         United Kingdom
Stuart Subotnick..................................................            0                       ***
         c/o Metromedia Company
         810 7th Avenue, 29th Floor
         New York, NY  10019
Laura Weil........................................................            0                         0
         220 East 73rd Street
         New York, NY  10021
Uzi Zucker........................................................            0                       ***
         870 5th Avenue
         New York, NY  10021
Capital Research and Management Company...........................            0                     12.3%
         333 South Hope Street
         Los Angeles, CA  90071
The Growth Fund of America, Inc...................................            0                      4.5%
         333 South Hope Street
         Los Angeles, CA  90071


                                      19




------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      AMOUNT AND
                                                                                                                       NATURE OF
                                                                         AMOUNT AND NATURE         PERCENT OF          BENEFICIAL
                                                                      OF BENEFICIAL OWNERSHIP       CARNIVAL           OWNERSHIP
                                                                      OF CARNIVAL CORPORATION     CORPORATION      OF CARNIVAL PLC
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1)         SHARES AND TRUST SHARES*    COMMON STOCK     ORDINARY SHARES
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Baillie Gifford & Co..............................................                0                      0         13,561,146(29)
         Calton Square
         1 Greenside Row
         Edinburgh  EH1 3AN
         Scotland
Barclays plc......................................................                0                      0          6,454,915(29)
         1 Churchill Place
         London  E14 5HP
         United Kingdom
The Capital Group Companies, Inc. and their affiliates............                0                      0         16,984,669(29)
         333 South Hope Street
         Los Angeles, CA  90071
Legal & General Group plc and/or its subsidiaries.................                0                      0         11,350,409(29)
         Temple Court
         11 Queen Victoria Street
         London  EC4N 4SB
         United Kingdom
All directors and executive officers as a group (18 persons)......      182,945,297(30)               29.3%           130,304(31)


--------------------------------------------------------------------------------------------------------------
                                                                         PERCENT OF            PERCENT OF
                                                                        CARNIVAL PLC            COMBINED
NAME AND ADDRESS OF BENEFICIAL OWNERS OR IDENTITY OF GROUP(1)         ORDINARY SHARES          VOTING POWER
--------------------------------------------------------------------------------------------------------------
                                                                                         
Baillie Gifford & Co..............................................          7.9%                   1.7%
         Calton Square
         1 Greenside Row
         Edinburgh  EH1 3AN
         Scotland
Barclays plc......................................................          3.8%                    ***
         1 Churchill Place
         London  E14 5HP
         United Kingdom
The Capital Group Companies, Inc. and their affiliates............         10.0%                   2.1%
         333 South Hope Street
         Los Angeles, CA  90071
Legal & General Group plc and/or its subsidiaries.................          6.6%                   1.4%
         Temple Court
         11 Queen Victoria Street
         London  EC4N 4SB
         United Kingdom
All directors and executive officers as a group (18 persons)......          ***                     23.0%


------------
*    As part of the  establishment of the DLC structure,  Carnival plc issued a
     special voting share to Carnival Corporation, which transferred such share
     to the trustee of the P&O Princess  Special Voting Trust (the "Trust"),  a
     trust  established  under the laws of the Cayman Islands.  Trust shares of
     beneficial interest in the Trust were transferred to Carnival Corporation.
     The trust  shares  represent a  beneficial  interest in the  Carnival  plc
     special  voting  share.  Immediately  following  the  transfer,   Carnival
     Corporation  distributed such trust shares by way of a dividend to holders
     of shares of Carnival Corporation common stock. Under a pairing agreement,
     the trust shares of beneficial  interest in the Trust are paired with, and
     evidenced by,  certificates  representing  shares of Carnival  Corporation
     common  stock on a  one-for-one  basis.  In  addition,  under the  pairing
     agreement,  when a share of Carnival Corporation common stock is issued to
     a person after the  implementation  of the DLC  structure,  a paired trust
     share  will be  issued  at the same  time to such  person.  Each  share of
     Carnival  Corporation  common  stock and the paired trust share may not be
     transferred  separately.  The  Carnival  Corporation  common stock and the
     trust  shares  (including  the  beneficial  interest in the  Carnival  plc
     special  voting share) are listed and trade together on the New York Stock
     Exchange ("NYSE") under the ticker symbol "CCL." Accordingly,  each holder
     of Carnival  Corporation  common stock is also deemed to be the beneficial
     owner of an equivalent number of trust shares.
**   As a result of the DLC  structure,  on most matters that affect all of the
     shareholders of Carnival Corporation and Carnival plc, the shareholders of
     both companies effectively vote together as a single decision-making body.
     Combined  voting is  accomplished  through the special  voting shares that
     have been issued by each company.
***  Less than one percent.
(1)  The address of each natural person named,  unless otherwise noted, is 3655
     N.W. 87 Avenue,  Miami,  Florida 33178. The address of all other entities,
     unless otherwise noted, is 1201 North Market Street, Wilmington,  Delaware
     19899.
(2)  The  Principal  Shareholders  and others have filed a joint  statement  on
     Schedule  13D with  respect to the shares of Carnival  Corporation  common
     stock held by such persons.
(3)  TAMMS Investment Company Limited Partnership ("TAMMS") owns 759,010 shares
     of common stock.  TAMMS' general partner is TAMMS  Management  Corporation
     ("TAMMS  Corp."),  which is  wholly-owned by MBA I, L.P. ("MBA I"). TAMMS'
     limited partners are various trusts established for the benefit of certain
     members of Mr.  Arison's  family (the "Family  Trusts").  By virtue of the
     limited partnership  agreement of TAMMS, TAMMS Corp. may also be deemed to
     beneficially  own such 759,010  shares of common  stock.  By virtue of its
     interest in TAMMS,  JMD  Delaware,  Inc.  and  JPMorgan  Trust  Company of
     Delaware,  as trustees of certain of the Family  Trusts,  may be deemed to
     beneficially own the portion of the 759,010 shares of common stock held by
     TAMMS which  corresponds  to their  partnership  interest  in TAMMS.  Such
     amounts are included in the number of shares set forth next to its name in
     the table above.  Because of authority  granted under the trust instrument
     for the Artsfare 2003 Trust,  Mr. Arison may be deemed to beneficially own
     the  2,191,449  shares  held by the  Artsfare  2003 Trust by virtue of the
     limited partnership interest of MBA I in TAMMS.
(4)  Includes (i) 960,000 Vested Options, (ii) 2,807,545 shares of common stock
     held by the Nickel 2006 GRAT, (iii) 300,000 shares held by the Nickel 2003
     Revocable Trust,  (iv)  106,114,284  shares of common stock held by the MA
     1994 B Shares,  L.P.,  (v)  73,386,032  shares of common stock held by the
     Artsfare  2006 Trust No. 1, Artsfare 2006 Trust No. 2, Artsfare 2005 Trust
     No. 2, Eternity Four Trust and the Nickel 1997 Irrevocable Trust by virtue
     of the  authority  granted to Mr. Arison under the last will of Ted Arison
     and (v)  1,432,440  shares of common stock held by the Artsfare 2003 Trust
     by virtue of authority granted under the trust instrument all of which may
     be deemed to be beneficially owned by Mr. Arison.
(5)  The shares  described  above include 1,200 shares of common stock owned by
     Shari Arison's children.  Shari Arison disclaims  beneficial  ownership of
     the shares owned by her children.
(6)  MA 1994 B Shares, L.P. ("MA 1994, L.P.") owns 106,114,284 shares of common
     stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. ("MA
     1994, Inc."),  which is wholly-owned by the Nickel 1994 "B" Trust, a trust
     established  for the benefit of Mr.  Arison and his heirs (the "B Trust").
     The sole limited partner of MA 1994, L.P. is the B Trust.  Under the terms
     of the instrument  governing the B Trust, Mr. Arison has the sole right to
     vote and  direct  the sale of the common  stock  indirectly  held by the B
     Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA
     1994, Inc. may be deemed to beneficially own all such  106,114,284  shares
     of common stock. By virtue of Mr. Arison's interest in the B Trust and the
     B  Trust's  interest  in MA  1994,  L.P.,  Mr.  Arison  may be  deemed  to
     beneficially own all such 106,114,284  shares of common stock. The trustee
     of the B Trust is JMD Delaware,  Inc., a corporation wholly-owned by James
     M. Dubin.
(7)  Nickel 2003 Revocable  Trust, a trust  established  for the benefit of Mr.
     Arison and his heirs (the  "Nickel 2003  Trust")  owns  881,747,shares  of
     common stock. Under the terms of the instrument  governing the Nickel 2003
     Trust,  Mr.  Arison  has the sole right to vote and direct the sale of the
     common stock  indirectly held by the Nickel 2003 Trust. The trustee of the
     Nickel 2003 Trust is JMD  Delaware,  Inc., a corporation  wholly-owned  by
     James M. Dubin.
(8)  JMD-LMA Protector,  Inc., a Delaware corporation,  is the protector of the
     Artsfare 2006 Trust No. 1, the Artsfare 2006 Trust No. 2 and Artsfare 2005
     Trust No. 2. JMD-LMA  Protector,  Inc. has shared  voting and  dispositive
     power with  respect to the shares of common  stock held by  Artsfare  1992
     Irrevocable Trust and Artsfare 2005 Trust No. 2.


                                      20


(9)  JPMorgan Trust Company of Delaware acts as trustee  Eternity Two Trust. As
     Trustee of Eternity  Two Trust,  JPMorgan  Trust  Company of Delaware  has
     shared voting and  dispositive  power with respect to 3,000,000  shares of
     common stock held by Eternity Two Trust and shared  dispositive power with
     respect to 759,010 shares of common stock  beneficially  owned by Eternity
     Two Trust by virtue of its interest in TAMMS.  JPMorgan  Trust  Company of
     Delaware  disclaims  beneficial  ownership  of the  common  stock  held by
     Eternity Two Trust.
(10) MBA I owns  1,400,000  shares  of common  stock and a limited  partnership
     interest  in TAMMS (See Note 3 above).  MBA I may be deemed to own 791,449
     shares of common stock held by TAMMS which  corresponds  to its respective
     partnership interest in TAMMS and TAMMS Corp. The Artsfare 2003 Trust owns
     a  controlling  interest in MBA I;  therefore,  the Artsfare 2003 Trust be
     deemed to beneficially own all such 2,191,449 shares of common stock.
(11) By virtue of being the sole shareholder of JMD Delaware,  Inc. and JMD-LMA
     Protector, Inc., a 50% shareholder of Knight Protector, Inc., and the sole
     trustee of the  Artsfare  2003 Trust,  Mr.  Dubin may be deemed to own the
     aggregate of 117,408,814 shares of common stock beneficially owned by such
     entities,  as to  which  he  disclaims  beneficial  ownership.  Mr.  Dubin
     beneficially owns 1,000 shares of common stock held directly.
(12) By virtue of being a 50% shareholder of Knight Protector, Inc., Mr. O'Neil
     may be deemed to own the  aggregate of  65,546,535  shares of common stock
     beneficially  owned by such entity,  as to which he  disclaims  beneficial
     ownership.
(13) SunTrust  Delaware  Trust  Company acts as trustee for the  Artsfare  2005
     Trust No. 2, the Artsfare 2006 Trust No. 1 and the Artsfare 2006 Trust No.
     2.
(14) Knight  Protector,  Inc. acts as protector of the Eternity Four Trust, and
     has shared  dispositive  power with  respect to all  61,787,525  shares of
     common stock held by Eternity Four Trust, shared voting power with respect
     to 31,701,809  shares of common stock held by Eternity Four Trust and sole
     voting  power with  respect to  30,085,716  shares of common stock held by
     Eternity  Four Trust.  Knight  Protector,  Inc.  acts as  protector of the
     Eternity  Two Trust,  and has shared  voting  and  dispositive  power with
     respect to 3,000,000 shares of common stock held by Eternity Two Trust and
     shared  dispositive  power with respect to 759,010  shares of common stock
     beneficially  owned by  Eternity  Two Trust by virtue of its  interest  in
     TAMMS.
(15) Citigroup  Institutional  Trust  Company  acts as trustee for the Eternity
     Four Trust. According to Amendment No. 2 to Schedule 13G filed on February
     8, 2006 by  Citigroup  Inc.  and  Citigroup  Institutional  Trust  Company
     (formerly known as Smith Barney  Corporate Trust Company),  as of December
     31, 2005 Citigroup Institutional Trust Company (of which Citigroup Inc. is
     the sole  member) has shared  voting  power over  26,400  shares of common
     stock and shared  dispositive power over 61,813,925 shares of common stock
     (61,787,525  shares of which are shares held by the Eternity  Four Trust),
     and Citigroup Inc. has shared voting power over 1,456,082 shares of common
     stock and shared  dispositive power over 64,132,382 shares of common stock
     (61,787,525 shares of which are shares held by the Eternity Four Trust).
(16) Includes  (i) 240,000  Vested  Options and (ii)  264,000  shares of common
     stock owned by Dickinson  Enterprises  Limited Partnership (the "Dickinson
     Partnership").  The  general  partner  of  the  Dickinson  Partnership  is
     Dickinson  Enterprises,  Inc.,  which is wholly owned by a revocable trust
     established for the benefit of Mr. Dickinson and his heirs (the "Dickinson
     Trust").  Under the terms of the instrument governing the Dickinson Trust,
     Mr. Dickinson has the sole right to vote and direct the sale of the common
     stock indirectly held by the Dickinson Trust.
(17) Includes 108,000 Vested Options.
(18) Includes (i) 360,000  Vested Options and (ii) 4,000 shares of common stock
     owned by the  Jackson S.  Woolworth  Irrevocable  Trust and the Cassidy B.
     Woolworth  Trust (Mr. Frank is trustee),  as to which Mr. Frank  disclaims
     beneficial ownership.
(19) Includes  (i) 40,000  Vested  Options and (ii)  13,892  shares held by Mr.
     Ratcliffe's  wife. Does not include Mr.  Ratcliffe's  conditional right to
     receive  20,000  restricted  share units and 10,000 shares of common stock
     pursuant  to the  Carnival  Corporation  2002 Stock Plan after a five-year
     retention  period,  during which Mr.  Ratcliffe does not have the right to
     vote or direct the sale of those shares.
(20) Does not include Mr. Ratcliffe's conditional right to receive 40,228 share
     awards under the Carnival plc Deferred  Bonus and  Co-Investment  Matching
     Plan after a three-year retention period,  during which Mr. Ratcliffe does
     not have the right to vote or direct the sale of those shares.
(21) Includes (i) 46,400 Vested  Options,  (ii) 2,000 shares owned by the Capen
     Trust,  of which Mr. Capen is  co-trustee,  and (iii) 802 shares of common
     stock  owned  by Mr.  Capen's  wife as to which  he  disclaims  beneficial
     ownership.
(22) Includes 25,400 Vested Options.
(23) Includes 6,000 Vested Options.
(24) Includes 8,000 shares of common stock held by the Helen K. Lanterman Trust
     (Mr. Lanterman is trustee).
(25) Includes 40,400 Vested Options.
(26) Includes 7,000 shares held by Whitefoord Limited on behalf of GHM Trustees
     Limited,  the trustee for Sir John Parker's  Fixed  Unapproved  Restricted
     Retirement Scheme.
(27) Includes 15,600 Vested Options.
(28) As reflected in Amendment No. 7 to Schedule 13G, dated August 10, 2006, as
     filed with the U.S. Securities and Exchange Commission.
(29) Based on  notifications  to Carnival plc of interests of 3% or more in the
     share capital of Carnival plc as required by the Companies Act 1985.
(30) Includes 2,022,694 Vested Options.
(31) Includes 118,000 Vested Options.


                                      21



            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based  upon a  review  of Forms 3 and 4 and  amendments  thereto  furnished  to
Carnival  Corporation  and  Carnival  plc during and with respect to their most
recent  fiscal year and upon  written  representations  from  persons  known to
Carnival  to be subject to Section 16 of the U.S.  Securities  Exchange  Act of
1934, as amended (the "Exchange Act") (a "reporting  person") that no Form 5 is
required to be filed for such reporting person,  all reporting persons filed on
a timely basis reports required by Section 16(a) of the Exchange Act during the
fiscal year ended November 30, 2006.

                         PROPOSAL 1 (RESOLUTIONS 1-14)
                     ELECTION AND RE-ELECTION OF DIRECTORS

The DLC structure requires the boards of Carnival plc and Carnival  Corporation
to be  identical.  Shareholders  are  required  to  approve  the  election  and
re-election  of directors to each board.  There are 14 nominees for election or
re-election  to each board of  directors.  Each nominee  currently  serves as a
director of both  companies.  All  directors are to be elected or re-elected to
serve until the next annual meeting and until their successors are elected.

With  respect  to each  nominee  set forth  below,  the  information  presented
includes  such  person's  age,  the month and year in which such  person  first
became a  director,  any other  position  held with  Carnival  Corporation  and
Carnival plc, such person's principal occupations during at least the past five
years and any  directorships  held by such  nominee in public or certain  other
companies.

The Nominating & Governance Committees conducted performance evaluations on the
members of our boards of  directors  and  reported  the  results to the boards.
Because A. Kirk  Lanterman  has reached the age of 75, in  accordance  with the
Carnival  Corporation & plc Corporate  Governance  Guidelines,  he has not been
nominated  for  re-election  to the  boards.  The boards  determined  that each
director  was an  effective  member of the  boards  and,  therefore,  that each
director  (other  than Mr.  Lanterman)  should  be  proposed  for  election  or
re-election.

ACCORDINGLY, THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE
ELECTION OR RE-ELECTION OF EACH OF THE FOLLOWING NOMINEES:

MICKY  ARISON,  age 57, has been Chairman of the board of directors of Carnival
Corporation  since  October  1990 and a director  since June 1987.  He became a
director  and Chairman of the board of directors of Carnival plc in April 2003.
He has been Chief  Executive  Officer of  Carnival  Corporation  since 1979 and
became Chief Executive Officer of Carnival plc in April 2003.

AMBASSADOR  RICHARD G.  CAPEN,  JR.,  age 72, has been a director  of  Carnival
Corporation  since April 1994 and a director of Carnival  plc since April 2003.
He is currently a corporate director, author and business consultant. From 1992
to 1993,  Ambassador  Capen served as United States  Ambassador to Spain.  From
1989 to 1991,  Ambassador Capen served as Vice Chairman of Knight-Ridder,  Inc.
Ambassador  Capen was the Chairman and  Publisher of the Miami Herald from 1983
to 1989.  Ambassador  Capen is a member of the boards of directors of the Fixed
Income Funds of The Capital  Group,  the New Economy  Fund and  Smallcap  World
Fund.

ROBERT H. DICKINSON,  age 64, has been a director of Carnival Corporation since
June 1987 and a director of Carnival plc since April 2003.  Since May 2003, Mr.
Dickinson has served as President and Chief  Executive  Officer of the Carnival
Cruise Lines division of Carnival Corporation.  From May 1993 through May 2003,
Mr.  Dickinson  was President and Chief  Operating  Officer of Carnival  Cruise
Lines.

ARNOLD W.  DONALD,  age 52, has been a director of Carnival  Corporation  since
January  2001 and a director of Carnival  plc since April 2003.  Since  January
2006,  Mr.  Donald  has  served as  President  and Chief  Executive  Officer of
Juvenile  Diabetes  Research  Foundation  International.  From  March  2000  to
November 2005, Mr. Donald was the Chairman of the Board of Merisant Company,  a
manufacturer  and  marketer  of  tabletop  sweetener  products,  including  the
Equal(R) and Canderel(R) brands. From March 2000 to March 2003, he was also the
Chief Executive Officer of Merisant Company. From January 1998 to March 2000 he
was  Senior  Vice-President  of  Monsanto  Company,  a company  which  develops
agricultural  products and consumer  goods,  and president of its nutrition and
consumer  sector.  Prior  to  that  he  was  President  of  Monsanto  Company's


                                      22


agricultural  sector.  He is a  member  of the  boards  of  directors  of Crown
Holdings,  Inc.,  The Laclede  Group,  Inc.,  Oil-Dri  Corporation  of America,
Russell Corporation and The Scotts Miracle-Gro Company.

PIER LUIGI  FOSCHI,  age 60, has been a director  of Carnival  Corporation  and
Carnival  plc since April 2003.  He has been Chief  Executive  Officer of Costa
Crociere  S.p.A.  ("Costa"),  a subsidiary of Carnival plc, and chairman of its
board since January 2000.

HOWARD S. FRANK,  age 65, has been Vice  Chairman of the board of  directors of
Carnival Corporation since October 1993 and a director since April 1992. He has
been a director,  Vice Chairman of the board of directors  and Chief  Operating
Officer of  Carnival  plc since April  2003.  He has served as Chief  Operating
Officer of Carnival Corporation since January 1998.

RICHARD J.  GLASIER,  age 61, has been a director of Carnival  Corporation  and
Carnival  plc since  July 2004.  From July 2002 to May 2005,  Mr.  Glasier  was
President of Argosy Gaming Company,  an owner and operator of casinos,  and its
Chief Executive Officer from May 2003 until October 2005. From November 1995 to
July 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer
of Royal Caribbean Cruises Ltd.

BARONESS HOGG, age 60, has been a director of Carnival  Corporation since April
2003 and a director of Carnival plc since October  2000.  She is Chairman of 3i
Group  Plc and  Frontier  Economics  Ltd.  Sarah  Hogg  was  Head of the  Prime
Minister's Policy Unit, with the rank of Second Permanent Secretary,  from 1990
to1995.  She also  served as a  non-executive  director of The  Peninsular  and
Oriental  Steam  Navigation  Company  between  1999 and October 2000 and Deputy
Chairman of GKN plc from 1996 to May 2006.

MODESTO A. MAIDIQUE,  age 66, has been a director of Carnival Corporation since
April  1994 and a  director  of  Carnival  plc since  April  2003.  He has been
President of Florida  International  University  ("FIU")  since 1986.  Prior to
assuming  the  presidency  of FIU,  Dr.  Maidique  taught at the  Massachusetts
Institute  of  Technology,  Harvard  University  and Stanford  University.  Dr.
Maidique  has  also  served  as  Vice  President  and  General  Manager  of the
Semiconductor  Division of Analog Devices, Inc. which he co-founded in 1969, as
President  and  Chief  Executive  Officer  of Genome  Therapeutics  Corporation
(formerly known as Collaborative Research,  Inc.), a genetics engineering firm,
and as General  Partner of  Hambrecht  & Quist,  a venture  capital  firm.  Dr.
Maidique is a director of National Semiconductor, Inc.

SIR JOHN  PARKER,  age 64, has been a director  of Carnival  Corporation  since
April 2003 and a director of Carnival  plc since  October  2000.  He was Deputy
Chairman  of  Carnival  plc  from  September  2002  to  April  2003.  He is the
non-executive  Chairman of National Grid plc and Chairman of The Peninsular and
Oriental Steam Navigation Company. He is also Senior Non-Executive  Director of
the  Court  of  the  Bank  of  England  and  Chancellor  of the  University  of
Southampton.  He was  formerly a  non-executive  director of GKN plc,  Brambles
Industries plc and BG Group plc,  Chairman of Babcock  International  Group plc
and RMC Group plc and a President of the Royal Institution of Naval Architects.
Sir John Parker has been a member of the General  Committee of Lloyds  Register
of Shipping  since 1983 and was Chairman of its Technical  Committee  from 1993
until 2002.

PETER G. RATCLIFFE,  age 58, has been a director of Carnival  Corporation since
April 2003 and a director of Carnival plc since  October  2000. He was Carnival
plc's Chief  Executive  Officer  until April  2003.  He is now Chief  Executive
Officer of P&O Princess Cruises  International  comprised of Cunard Line, Ocean
Village, P&O Cruises, P&O Cruises (Australia), Princess Cruises, Princess Tours
and Swan Hellenic.

STUART  SUBOTNICK,  age 65, has been a director of Carnival  Corporation  since
July 1987 and a director of Carnival plc since April 2003.  Mr.  Subotnick  has
been a general  partner and the Executive Vice President of Metromedia  Company
since July 1986.  He is a director of Abovenet  Inc.,  Big City Radio Inc.  and
Metromedia International Group, Inc.

LAURA WEIL,  age 50, has been a director of Carnival  Corporation  and Carnival
plc since January  2007.  Ms. Weil was the Chief  Operating  Officer and Senior
Executive Vice President of AnnTaylor  Stores  Corporation,  a women's  apparel
company,  from October 2005 to May 2006.  From December 1995 to September 2005,
she was the Chief  Financial  Officer and Executive  Vice President of American
Eagle Outfitters, Inc., a clothing retailer. She is now a retail consultant and
director of Ultra Stores Corporation, a privately held jewelry retailer.


                                      23


UZI ZUCKER, age 71, has been a director of Carnival Corporation since July 1987
and a director  of  Carnival  plc since  April  2003.  Mr.  Zucker was a Senior
Managing Director of Bear, Stearns & Co. until he retired in December 2002. Mr.
Zucker is now a private investor.


                     PROPOSALS 2 & 3 (RESOLUTIONS 15 & 16)
  RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND
    RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
                            FOR CARNIVAL CORPORATION

The Audit  Committee of the board of directors of Carnival plc has selected the
UK firm of  PricewaterhouseCoopers  LLP as Carnival plc's independent  auditors
for the year ending November 30, 2007, subject to approval of our shareholders.
The Audit  Committee  of the board of  directors  of Carnival  Corporation  has
selected the U.S. firm of PricewaterhouseCoopers  LLP as Carnival Corporation's
independent  registered  certified  public  accounting firm for the year ending
November  30,  2007.   Representatives  of  both  the  U.S.  and  UK  firms  of
PricewaterhouseCoopers LLP will be present at the annual meetings and will have
an opportunity to make a statement if they desire to do so.  Representatives of
PricewaterhouseCoopers   LLP  will  be  available  to  respond  to  appropriate
questions from shareholders.

This resolution would re-appoint  PricewaterhouseCoopers LLP as the independent
auditors of Carnival plc until the  conclusion  of the next general  meeting at
which accounts are laid. It is a requirement of Section 385(2) of the Companies
Act 1985 that  Carnival  plc  appoint  its  independent  auditors  at a general
meeting at which  accounts are laid.  You are also being asked to authorize the
Audit   Committee   of  Carnival   plc  to  determine   the   remuneration   of
PricewaterhouseCoopers LLP as independent auditors of Carnival plc.

Although  ratification  by our  shareholders  of the appointment of independent
certified public accountants for Carnival  Corporation is not legally required,
our  boards  of  directors  believe  that  such  action  is  desirable.  If our
shareholders do not approve  Proposal 2, the Audit Committees will consider the
selection of another accounting firm for 2007 and future years.

THE BOARDS OF DIRECTORS  UNANIMOUSLY RECOMMEND A VOTE FOR THE RE-APPOINTMENT OF
THE UK  FIRM  OF  PRICEWATERHOUSECOOPERS  LLP  AS  CARNIVAL  PLC'S  INDEPENDENT
AUDITORS FOR THE 2007 FISCAL YEAR, THE  AUTHORIZATION OF THE AUDIT COMMITTEE OF
CARNIVAL PLC TO AGREE THE  REMUNERATION OF  PRICEWATERHOUSECOOPERS  LLP AND THE
RATIFICATION OF THE SELECTION OF THE U.S. FIRM OF PRICEWATERHOUSECOOPERS LLP AS
CARNIVAL CORPORATION'S  INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE 2007 FISCAL YEAR.

                           PROPOSAL 4 (RESOLUTION 17)
                RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC

The directors of Carnival plc are required by the Companies Act 1985 to present
the financial statements,  the UK statutory Directors' Report and the auditors'
report   relating  to  those   accounts  to  the  Carnival  plc   shareholders.
Accordingly,  the directors of Carnival plc lay before the annual  meetings the
Carnival  plc accounts  and the reports of the  directors  and auditors for the
financial year ended November 30, 2006,  which have been approved by and signed
on behalf  of  Carnival  plc's  board of  directors  and will be  delivered  to
Companies  House in the UK  following  the annual  meetings.  Shareholders  are
voting  to  approve  receipt  of these  documents,  as UK law does not  require
shareholder  approval of the substance and content of these  documents.  The UK
statutory  Directors'  Report and the  summary  financial  information  for the
financial year ended November 30, 2006 are attached to this proxy  statement as
Annex A. The full  accounts and reports of Carnival  plc will be available  for
inspection prior to and during the annual meetings.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE RECEIPT OF THE
ACCOUNTS AND REPORTS OF CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2006.


                                      24


                           PROPOSAL 5 (RESOLUTION 18)
                   APPROVAL OF DIRECTORS' REMUNERATION REPORT

The UK Directors'  Remuneration  Report  Regulations 2002 incorporated into the
Companies  Act 1985 (the "DRR  Regulations")  require  companies  listed on the
Official List of the UK Listing Authority to prepare a directors'  remuneration
report,  which must be put to a shareholder  vote.  Shareholders  are voting to
approve adoption of the Carnival plc Directors'  Remuneration  Report, which is
in two parts. Part I also constitutes the Report of the Compensation Committees
as required by  regulations  promulgated  by the U.S.  Securities  and Exchange
Commission,  and includes information that Carnival plc is required to disclose
in accordance with the DRR Regulations.  Part II of the Carnival plc Directors'
Remuneration  Report  is set  forth  as  Annex B to this  proxy  statement  and
includes the additional  information  that Carnival plc is required to disclose
in accordance with the DRR Regulations,  including  information  which has been
audited.  UK law does not require  shareholder  approval of the  substance  and
content  of the  Carnival  plc  Directors'  Remuneration  Report.  Accordingly,
disapproval of the Carnival plc Directors' Remuneration Report will not require
us to amend the report  although under  applicable UK guidelines the boards and
Compensation  Committees  are  expected  to take into  account  both the voting
result and the views of our shareholders in their application,  development and
implementation of remuneration policies and schemes.

The  Carnival  plc  Directors'   Remuneration   Report  sets  out  the  boards'
remuneration  policy  for the next and  subsequent  financial  years  and other
details  required by the DRR  Regulations and the Combined Code appended to the
Listing Rules of the UK Listing Authority (the "UK Combined Code").

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF THE
CARNIVAL PLC DIRECTORS' REMUNERATION REPORT.

                     PROPOSALS 6 & 7 (RESOLUTIONS 19 & 20)
        APPROVAL OF LIMITS ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES
         AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS FOR CARNIVAL PLC

At the last Carnival plc annual general  meeting,  the shareholders of Carnival
plc approved appropriate limits on the authority and power granted to directors
by Carnival plc's articles of association to allot ordinary  shares of Carnival
plc and to allot shares for cash without making a pre-emptive offer to existing
shareholders.  These prior  authorizations lapse at the upcoming annual general
meeting.

Under Article 30 of Carnival plc's articles of association, the directors have,
for a "prescribed period," unconditional  authority to allot ordinary shares in
Carnival  plc up to an  aggregate  nominal  amount  known  as the  "Section  80
amount."  The  prescribed  period and the  Section 80 amount  are  approved  by
shareholders passing an ordinary resolution. By passing an ordinary resolution,
shareholders  are  authorizing  the board of Carnival plc to issue,  during the
prescribed  period, up to an amount of shares having an aggregate nominal value
equal to the Section 80 amount,  without further shareholder  approval.  In the
absence of such approval,  the issuance of any additional  shares would require
shareholder approval.

Under Article 31, the directors have, for the same prescribed period,  power to
allot ordinary  shares for cash without making a pre-emptive  offer to existing
shareholders  up to an  aggregate  nominal  amount  known  as the  "Section  89
amount."  The Section 89 amount is approved by  shareholders  passing a special
resolution.  By passing a special resolution,  shareholders are authorizing the
board of Carnival plc to issue, during the same prescribed period, an amount of
shares having an aggregate  nominal  value equal to the Section 89 amount,  for
cash without first offering them to existing shareholders of Carnival plc.

Carnival  Corporation's  articles of  incorporation  do not contain  provisions
similar to Articles 30 and 31 of Carnival  plc's  articles of  association  and
holders  of  Carnival  Corporation  shares  do  not  have  pre-emption  rights.
Accordingly,  no  action is  required  in  respect  of  Carnival  Corporation's
authority to allot shares or to disapply pre-emption rights.

In common with many UK companies,  resolutions to renew the  prescribed  period
and  re-establish  the Section 80 amount and the Section 89 amount are normally
proposed  each year as the directors  believe  occasions may arise from time to
time when it would be beneficial for shares to be allotted and for shares to be
allotted for cash without  making a pre-emptive  offer.  This is the purpose of


                                      25


Resolution  19  (an  ordinary   resolution)   and   Resolution  20  (a  special
resolution).  As usual, the prescribed period is the period from the passing of
the resolutions until the next annual general meeting.

Guidelines  issued  by  the  Association  of  British  Insurers,  whose  member
insurance  companies  are some of the  largest  institutional  investors  in UK
listed companies,  require the Section 80 amount to be limited to the lesser of
(a) the authorized but unissued ordinary share capital and (b) one-third of the
issued  ordinary share capital.  By reference to Carnival plc's issued ordinary
share capital on January 31, 2007, the maximum Section 80 amount is $21,239,657
which is the  nominal  value of the  authorized  but  unissued  ordinary  share
capital of Carnival plc and is equivalent to approximately 6% of Carnival plc's
issued share capital.

Guidelines issued by the Pre-emption Group, a group comprising  representatives
of  UK  listed  companies,   investment   institutions  and  corporate  finance
practitioners  and formed under the support of the LSE to monitor the operation
of the  Guidelines,  recommend that a resolution to disapply  Section 89 of the
Companies  Act 1985  should be  limited to an amount of equity  securities  not
exceeding  5% of the  nominal  value of the  company's  issued  ordinary  share
capital.  By  reference  to Carnival  plc's issued  ordinary  share  capital on
January 31, 2007, the maximum Section 89 amount is $17,688,017.

The  directors  have no  commitment  or  plans to allot  additional  shares  of
Carnival plc.

Carnival  plc's  authorized  share  capital is $375 million and  (pound)100,002
divided into 225,903,614  ordinary shares of $1.66 each, two subscriber  shares
of (pound)1 each,  99,998  preference shares of (pound)1 each, a special voting
share of (pound)1  and an  equalization  share of  (pound)1.  As of January 31,
2007, there were 213,108,640 ordinary shares allotted and issued. The proposals
you are voting on do not increase the authorized share capital of Carnival plc.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF LIMITS
ON THE AUTHORITY TO ALLOT CARNIVAL PLC SHARES AND THE DISAPPLICATION OF
PRE-EMPTION RIGHTS FOR CARNIVAL PLC.

                           PROPOSAL 8 (RESOLUTION 21)
                  GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES

In October 2004,  Carnival  Corporation  and Carnival plc announced  that their
boards of directors had  authorized  the repurchase of up to an aggregate of $1
billion of Carnival  Corporation  and  Carnival  plc shares.  That  program was
completed and in June 2006 Carnival  Corporation & Carnival plc announced  that
their boards of directors had  authorized the repurchase of up to an additional
$1 billion  of  Carnival  Corporation  and  Carnival  plc  shares.  Shareholder
approval is not required for us to buy back shares of Carnival Corporation, but
is required  under the Companies Act 1985 for us to buy back shares of Carnival
plc.  Accordingly,  last year Carnival  Corporation and Carnival plc sought and
obtained shareholder approval to effect market purchases (within the meaning of
Section 163(3) of the Companies Act 1985) of up to 10,633,211  ordinary  shares
of Carnival plc (being  approximately  5% of Carnival plc's ordinary  shares in
issue).  That approval  expires at the conclusion of Carnival plc's 2007 annual
general meeting. As a result,  shareholder  approval to effect market purchases
of up to 10,655,432 ordinary shares of Carnival plc (being  approximately 5% of
Carnival  plc's ordinary  shares in issue) is being sought.  Under the terms of
the  Equalization  and  Governance  Agreement  entered  into  between  Carnival
Corporation and Carnival plc on formation of the DLC structure, Carnival plc is
restricted from  repurchasing more than 5% of its shares in any 12 month period
from April 17, 2005 until April 17, 2008.

As of January 31,  2007,  Carnival  Corporation  has  purchased an aggregate of
26,666,649 shares of Carnival  Corporation for approximately $1.2 billion,  and
Carnival  Investments  Limited,  a  subsidiary  of  Carnival  Corporation,  has
purchased  650,000 shares of Carnival plc for  approximately  $25 million.  The
boards of directors  confirm  that the  authority  to purchase  Carnival  plc's
shares will only be exercised after careful  consideration of prevailing market
conditions  and the position of Carnival plc. In  particular,  the program will
only  proceed  if we  believe  that it is in the  best  interests  of  Carnival
Corporation,  Carnival  plc and their  shareholders  generally.  The  boards of
directors are making no recommendation as to whether  shareholders  should sell
any shares in Carnival plc and/or Carnival Corporation.

If the boards of  directors  exercise  the  authority  conferred  by Proposal 8
(Resolution 21), we would have the option of holding the shares in treasury, or
canceling  them.  Shares  held in treasury  can be re-sold  for cash,  used for
employee  share schemes or later  cancelled.  The boards of directors  think it
prudent to maintain discretion as to dealing with the purchased shares.

The boards of directors  consider that any buy back of Carnival plc may include
the purchase of its American Depositary Shares ("ADSs"),  each representing one


                                      26


ordinary  share  of  Carnival  plc,  with  a  subsequent  cancellation  of  the
underlying  ADSs. If the  underlying  ADSs are so cancelled,  Carnival plc will
either cancel or hold in treasury the ordinary share represented by such ADSs.

The minimum price  (exclusive of expenses)  which may be paid for each Carnival
plc  ordinary  share is $1.66,  and the  maximum  price which may be paid is an
amount  (exclusive of expenses) equal to the higher of: (i) 105% of the average
middle market  quotations for an ordinary  share, as derived from the LSE Daily
Official  List,  for the five  business days  immediately  preceding the day on
which  such  ordinary  share is  contracted  to be  purchased;  and  (ii)  that
stipulated by Article 5 of Commission  Regulation (EC) of 22 December 2003 (No.
2273/2003).

As of  January  31,  2007,  there are  options  outstanding  to  subscribe  for
3,264,249  ordinary shares and Carnival plc has issued 68,702  restricted share
units,  which  represent  approximately  1.6% of Carnival  plc's  issued  share
capital.  If 10,655,432  ordinary shares of Carnival plc were purchased,  these
options  and  restricted  share  units would  represent  approximately  1.6% of
Carnival plc's issued share capital.

The  authority  to purchase  Carnival  plc  ordinary  shares will expire at the
conclusion of the Carnival plc annual general meeting in 2008 or on October 15,
2008,  whichever is earlier  (except in relation to any purchases of shares the
contract for which was entered before the expiry of such authority).

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE GENERAL AUTHORITY
TO BUY BACK CARNIVAL PLC ORDINARY SHARES.

                           PROPOSAL 9 (RESOLUTION 22)
      APPROVAL OF ELECTRONIC COMMUNICATIONS WITH CARNIVAL PLC SHAREHOLDERS

Carnival  plc  believes it is in its best  interests  to take  advantage of new
Companies Act 2006 rules for communications between companies, shareholders and
others that came into effect on January 20, 2007.

The key change made by the Companies Act 2006 is that  shareholders are assumed
to have  agreed to Carnival  plc  publishing  documents  and  information  on a
website in lieu of delivering paper copies of the materials to the shareholders
if  certain  conditions  are met and  procedures  followed.  Shareholders  can,
however, ask for a hard copy of any document at any time.

One of the  conditions  is that  Carnival  plc's  shareholders  have  adopted a
resolution  permitting  Carnival plc to send or supply documents or information
to shareholders by making them available on a website. Such approval covers all
documents  or  information  that  Carnival plc may send to  shareholders.  This
includes, but is not limited to, annual accounts and reports, summary financial
statements, notices of general meetings and any documents which Carnival plc is
required  to send to  shareholders  under the  Financial  Services  Authority's
Listing Rules or other rules to which  Carnival plc is subject.  The resolution
supersedes   any   inconsistent   provision  in  Carnival   plc's  articles  of
association.

If  the  resolution  is  passed,   Carnival  plc  will  ask  each   shareholder
individually  to agree  that  Carnival  plc may  send or  supply  documents  or
information  by means of a website.  The request will explain that, if Carnival
plc has not  received  a  response  from the  shareholder  within 28 days,  the
shareholder  will be deemed to have  agreed.  The  request  will be sent to all
shareholders.

Even if a shareholder fails to respond, and is deemed to have agreed to website
publication,  he or she can ask for a hard copy of any document  from  Carnival
plc at any time.  Carnival plc will send the copy free of charge within 21 days
of receiving the request.

Carnival plc will notify  shareholders  when a document or  information is made
available on the website.  Shareholders may choose to receive this notification
in hard copy or by e-mail.


                                      27


The new arrangements are expected to save considerable administrative, printing
and postage costs, while preserving  shareholders'  rights to receive hard copy
documents if they wish.

Accordingly,  shareholder  approval  permitting  Carnival plc to send or supply
documents or information to  shareholders by making them available on a website
is being sought.

THE BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE APPROVAL OF
ELECTRONIC COMMUNICATIONS WITH CARNIVAL PLC SHAREHOLDERS.





                                      28


                     BOARD STRUCTURE AND COMMITTEE MEETINGS

INDEPENDENCE OF BOARD MEMBERS

The boards of directors have determined that each of the following directors is
an "independent  director" in accordance with the corporate governance rules of
the  NYSE  as a  result  of  having  no  material  relationship  with  Carnival
Corporation  & plc other than (1)  serving as a  director  and board  committee
member, (2) receiving related fees as disclosed in this proxy statement and (3)
having  beneficial  ownership  of  Carnival  Corporation  and/or  Carnival  plc
securities as disclosed in the section of this proxy statement  entitled "STOCK
OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT":  Ambassador Richard G.
Capen,  Jr., Arnold W. Donald,  Richard J. Glasier,  Baroness Hogg,  Modesto A.
Maidique, Sir John Parker, Stuart Subotnick, Laura Weil and Uzi Zucker.

BOARD MEETINGS

During the year ended  November  30,  2006,  the board of  directors of each of
Carnival  Corporation  and Carnival plc held a total of nine meetings and acted
on one  occasion  by  unanimous  written  consent.  Each  Carnival  Corporation
director and each Carnival plc director  attended either  telephonically  or in
person at least 75% of all Carnival  Corporation  & plc board of directors  and
applicable committee meetings.

Our Corporate Governance  Guidelines provide that our non-management  directors
will  meet  privately  in  executive  session  at least  quarterly.  Since  Mr.
Lanterman  served as our  consultant,  he did not  participate in the executive
sessions.  All of our  other  non-management  directors,  acting  in  executive
session, elected Stuart Subotnick as the Presiding Director to preside at these
meetings.  Mr. Subotnick also acts as the senior independent director under the
UK Combined Code.

All board members are expected to attend our annual  meetings of  shareholders.
At the 2006 annual  meetings,  all of the board members of each company were in
attendance except for Laura Weil who was not a board member at that time.

BOARD COMMITTEES

The board of  directors  of each of Carnival  Corporation  and Carnival plc has
established standing Audit;  Compensation;  Executive;  Health,  Environmental,
Safety & Security ("HESS"); and Nominating & Governance  Committees,  which are
comprised of the same  directors for each company.  A majority of the directors
of each  company  and all of the members of the Audit  Committee,  Compensation
Committee, HESS Committee and Nominating & Governance Committee of each company
are  independent  (as defined by the listing  standards  of the NYSE and the UK
Combined Code).

The membership and function of each committee is described below. The Corporate
Governance  Guidelines  and copies of the charters of the Audit,  Compensation,
HESS and  Nominating & Governance  Committees  are  available on our website at
www.carnivalcorp.com  or www.carnivalplc.com  and are available in print to any
shareholder upon request.  Each committee will periodically  review its charter
in light of new developments in applicable  regulations and may make additional
recommendations to the boards to reflect evolving best practices.

Additional  information  with respect to Carnival  plc's  corporate  governance
practices  during the 2006  financial  year is  included  in the  Carnival  plc
Corporate Governance Report attached to this proxy statement as Annex C.



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            NUMBER OF MEETINGS/
NAME OF COMMITTEE                                                                                           CONSENT ACTIONS IN
AND MEMBERS                                                   FUNCTIONS OF THE COMMITTEE                        FISCAL 2006
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
                                               o    Inspects the work and written reports of our
AUDIT:                                              internal audit department                                       12
         Richard J. Glasier, Chair             o    Reviews submissions from independent auditors
         Richard G. Capen, Jr.                 o    Selects independent auditors and approves fees
         Modesto A. Maidique                        for audit and non-audit services
         Stuart Subotnick                      o    Assists board oversight of:
         Laura Weil*                                --   the integrity of our financial statements;



* APPOINTED ON JANUARY 22, 2007.

                                      29




-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            NUMBER OF MEETINGS/
NAME OF COMMITTEE                                                                                           CONSENT ACTIONS IN
AND MEMBERS                                                   FUNCTIONS OF THE COMMITTEE                        FISCAL 2006
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
                                                    --   our compliance with legal and regulatory
                                                         requirements;
                                                    --   the independent auditors' qualifications and
                                                         independence; and
                                                    --   the performance of the internal audit function
                                                         and the independent auditors
                                               o    Prepares the report of the Audit Committees to be
                                                    included in our proxy statement

COMPENSATION:                                  o    Discharges the board's responsibilities relating                 6
         Arnold W. Donald, Chair                    to the compensation of independent directors and
         Richard J. Glasier                         executive officers
         Baroness Sarah Hogg                   o    Administers stock incentive plans
                                               o    Approves grants of stock, restricted share units
                                                    and option awards
                                               o    Prepares the annual report on executive compensation
                                                    to be included in our proxy statement
                                               o    Makes recommendations to the board with respect
                                                    to incentive compensation and equity-based plans

EXECUTIVE:                                     o    Exercises the authority of the full board of                     9
         Micky Arison, Chair                        directors in between board meetings
         Howard S. Frank
         Uzi Zucker

HESS (established April 20, 2006):             o    Reviews and recommends policies relative to the                  2
         Sir John Parker, Chair                     protection of the environment and the health, safety
         Arnold W. Donald                           and security of employees, contractors, customers
         Baroness Sarah Hogg                        and the public
                                               o    Supervises and monitors health, environmental, safety
                                                    and security policies and programs.
                                               o    Reviews with management significant risks or exposures
                                                    and actions required to minimize such risks

NOMINATING &                                   o    Develops and recommends to the boards Corporate                  4
GOVERNANCE:                                         Governance Guidelines reflecting the requirements
         Uzi Zucker, Chair                          applicable to companies listed for trading on the
         Sir John Parker                            NYSE and the LSE
         Stuart Subotnick                      o    Identifies individuals qualified to become board
                                                    members
                                               o    Recommends to the boards the director nominees for
                                                    the next annual meetings of shareholders
                                               o    Recommends to the boards director nominees for
                                                    each committee
                                               o    Assists the boards with such other matters as may
                                                    be set forth in its charter from time to time


                                      30



CORPORATE GOVERNANCE GUIDELINES

Our Corporate  Governance  Guidelines  address  various  governance  issues and
principles,  including director qualifications and responsibilities,  access to
management   personnel,   director   compensation,   director  orientation  and
continuing  education  and  annual  performance  evaluations  of the boards and
directors.  Our Corporate  Governance  Guidelines  are posted on our website at
www.carnivalcorp.com or www.carnivalplc.com.

NOMINATIONS OF DIRECTORS

Carnival  Corporation  and Carnival plc are two separate  legal  entities  and,
therefore,  each has a separate  board of directors,  each of which in turn has
its own Nominating & Governance  Committee.  As the DLC structure requires that
there be identical boards of directors,  the Nominating & Governance Committees
make one set of determinations in relation to both companies.

The Nominating & Governance  Committees actively seek individuals  qualified to
become  board  members and  recommend  to the boards the  nominees to stand for
election as directors at the annual meetings of shareholders or, if applicable,
at a special meeting of shareholders.

When evaluating prospective  candidates for director,  regardless of the source
of the nomination,  the Nominating & Governance  Committees  will consider,  in
accordance  with  their  charter,  such  factors,  as  they  deem  appropriate,
including:

o    the candidate's judgment;

o    the candidate's skill;

o    diversity considerations;

o    the  candidate's  experience with  businesses and other  organizations  of
     comparable size;

o    the interplay of the  candidate's  experience with the experience of other
     board members; and

o    the extent to which the  candidate  would be a  desirable  addition to the
     boards and any committees of the boards.

The Nominating & Governance Committees will also use their best efforts to seek
to ensure  that the  composition  of the  boards at all  times  adheres  to the
independence  requirements  applicable  to companies  listed for trading on the
NYSE  and  the  LSE.  The  Nominating  &  Governance  Committees  may  consider
candidates  proposed by  management,  but are not required to do so. Other than
the foregoing, there are no stated minimum criteria for director nominees.

The Nominating & Governance  Committees  identify  nominees by first evaluating
the current  members of the boards  willing to  continue  in  service.  Current
members of the boards  with  skills and  experience  that are  relevant  to our
business  and who are  willing  to  continue  in  service  are  considered  for
re-nomination, balancing the value of continuity of service by existing members
of the boards with that of  obtaining a new  perspective.  If any member of the
boards does not wish to continue in service or if the  Nominating  & Governance
Committees  or the boards decide not to  re-nominate a member for  re-election,
the  Nominating  &  Governance  Committees  identify  the  desired  skills  and
experience of a new nominee in light of the criteria above.  Current members of
the  Nominating  &  Governance   Committees  and  the  boards  are  polled  for
suggestions  as to  individuals  meeting  the  criteria  of  the  Nominating  &
Governance  Committees.  The Nominating and Governance  Committees may engage a
third party  search  firm to  identify  or  evaluate  or assist in  identifying
potential nominees. Laura Weil, who was appointed to the boards of directors in
January 2007, was  recommended  to the  Nominating & Governance  Committee by a
non-management director.

PROCEDURES REGARDING DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS

The  Nominating  &  Governance   Committees  will  also  consider   shareholder
recommendations  of qualified director nominees when such  recommendations  are
submitted in accordance  with the procedures  below. In order to have a nominee
considered by the  Nominating & Governance  Committees for election at the 2008
annual meetings, a shareholder must submit its recommendation in writing to the
attention of our Secretary at our headquarters not later than November 9, 2007.
Any such  recommendation must include:


                                      31


o    the name and address of the candidate;

o    a brief biographical  description,  including his or her occupation for at
     least the last five years,  and a statement of the  qualifications  of the
     candidate,  taking into account the  qualification  requirements set forth
     above; and

o    the candidate's signed consent to serve as a director if elected and to be
     named in the proxy statement.

Once  we  receive  the  recommendation,  we will  deliver  to the  candidate  a
questionnaire  that  requests  additional  information  about  the  candidate's
independence, qualifications and other matters that would assist the Nominating
&  Governance  Committees  in  evaluating  the  candidate,  as well as  certain
information  that must be disclosed  about the candidate in our proxy statement
or other regulatory filings, if nominated.  Candidates must complete and return
the  questionnaire  within  the  time  frame  provided  to  be  considered  for
nomination by the Nominating & Governance Committees.

COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE BOARDS

Shareholders  who wish to  communicate  with the boards  should  address  their
communications  to the attention of the Secretary of Carnival  Corporation  and
Carnival plc at 3655 N.W. 87th Avenue, Miami, Florida 33178. The Secretary will
maintain a log of all such  communications,  promptly  forward to the Presiding
Director those which the Secretary  believes require immediate  attention,  and
also  periodically  provide the  Presiding  Director with a summary of all such
communications  and any responsive  actions taken. The Presiding  Director will
notify the boards or the chairs of the relevant  board  committees  as to those
matters that he believes are appropriate for further action or discussion.

COMMUNICATIONS WITH THE PRESIDING DIRECTOR

Interested  parties who wish to communicate with the Presiding  Director should
address their  communications to the attention of Stuart Subotnick at 3655 N.W.
87th Avenue,  Miami,  Florida  33178.  The  Presiding  Director will notify the
boards or the chairs of the relevant board  committees as to those matters that
he believes are appropriate for further action or discussion.

CODE OF BUSINESS CONDUCT AND ETHICS

Carnival  Corporation  and Carnival  plc's Code of Business  Conduct and Ethics
applies to all employees and members of the boards of Carnival  Corporation and
Carnival plc. Our Code of Business  Conduct and Ethics is posted on our website
at www.carnivalcorp.com or www.carnivalplc.com and is available in print to any
shareholder  who  requests  it. The Code of Business  Conduct and Ethics may be
amended periodically to remain in line with best practices.

              DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

Our  non-employee  directors  are  entitled  to receive an annual  retainer  of
$40,000 per year,  an  attendance  fee per board  meeting of $5,000  ($2,000 if
meeting attended by telephone),  equity  compensation in the form of options to
acquire  shares of Carnival  Corporation  common  stock,  restricted  shares or
restricted  share units, as further  described  below,  and  reimbursement  for
travel,  meals and accommodation  expenses attendant to their board membership.
In certain  circumstances,  we request  that the  directors'  spouses  attend a
special event and we reimburse the directors for travel expenses  incurred.  In
addition, non-employee directors receive additional compensation for serving as
chairman or a member of a board committee, as follows:



                                                  -----------------------     --------------------------
                                                          RETAINER                   ATTENDANCE FEE
                                                  -----------------------     --------------------------
                                                   CHAIR          MEMBER      IN PERSON     BY TELEPHONE
                                                  --------       --------     ---------     ------------
                                                                                 
Audit Committees.............................     $ 15,000       $  7,500      $  3,000      $  1,500
All other Committees.........................     $  7,500       $  3,750      $  2,500      $  1,250


For purposes of  calculating  fees,  a board or  committee  meeting of Carnival
Corporation and a concurrent or related board or committee  meeting of Carnival
plc  constitute  a single  meeting.  Directors  who are  employed  by us or our
subsidiaries  or  acting  as our  consultants  do not  receive  any  additional
compensation for their board activities.


                                      32


During fiscal 2006, each non-executive  director received an award representing
10,000  "points"  under the  Amended and  Restated  Carnival  Corporation  2001
Outside Director Stock Plan, with the exception of A. Kirk Lanterman who served
as our  consultant,  did not  participate.  Each  option to purchase a share of
Carnival  Corporation  common  stock  represents  one point  and each  Carnival
Corporation  restricted  share or restricted share unit represents four points.
At the discretion of the Compensation  Committees,  an award may be composed of
options,  restricted shares,  restricted share units or a combination  thereof.
During fiscal 2006, the following awards were made to non-executive directors:

-------------------------------------------------------------------------------
                                                               NUMBER OF
                                      NUMBER OF           RESTRICTED SHARES/
   NON-EXECUTIVE DIRECTOR              OPTIONS          RESTRICTED SHARE UNITS
-------------------------------------------------------------------------------
   Richard G. Capen, Jr.                10,000                    --
   Arnold W. Donald                      5,000                   1,250
   Richard J. Glasier                   10,000                     --
   Baroness Hogg                          --                     2,500
   Modesto A. Maidique                  10,000                     --
   Sir John Parker                        --                     2,500
   Stuart Subotnick                       --                     2,500
   Uzi Zucker                           10,000                     --

The exercise price for the options is $47.83, being the average of the high and
low market  prices of Carnival  Corporation  common stock on the date of grant.
The options,  restricted  shares and restricted share units vest ratably over a
five-year  period.  The options,  restricted  shares and restricted share units
shall also vest in full upon the death or disability of the director, and shall
continue to vest in accordance with the original five-year vesting schedule and
are not  forfeited  if a director  ceases to be a director for any other reason
after  serving as a director for at least one year.  The options  expire on the
10th anniversary of the grant date.

The following policies also apply to our non-executive directors:

o    STOCK OWNERSHIP  GUIDELINES.  All  non-executive  directors  should own at
     least 5,000 shares (inclusive of unvested  restricted  shares,  restricted
     share units and shares in a trust  beneficially  owned by the director) of
     either Carnival  Corporation common stock or Carnival plc ordinary shares.
     The boards have mandated  that all directors  serving in 2006 achieve this
     guideline by October 2007.  New directors  must achieve this  guideline no
     later than two years from the date of their initial election to the boards
     by the shareholders.

o    PRODUCT  FAMILIARIZATION.  All  non-executive  directors are encouraged to
     take a cruise for up to 14 days per year for product  familiarization  and
     pay a fare of $35 per day for  such  cruises.  Guests  traveling  with the
     non-executive  director in the same  stateroom will each be charged a fare
     of $35 per day. All other charges  associated  with the cruise (e.g.,  air
     fares,  government fees and taxes,  gratuities,  ground transfers,  tours,
     etc.) are the responsibility of the non-executive director.

CARNIVAL PLC

Additional   information  with  respect  to  Carnival  plc's  compensation  and
reimbursement  practices  during  fiscal  2006 for  non-employee  directors  is
included in Part II of the Carnival plc Directors'  Remuneration  Report, which
is attached as Annex B to this proxy statement.



                                      33


                             EXECUTIVE COMPENSATION

Although  Carnival  Corporation and Carnival plc are two separate entities with
separate  officers,  our  business  is run by a  single  management  team.  The
following table sets forth all  compensation  awarded to, earned by, or paid to
our  Chief  Executive  Officer  and our  four  other  most  highly  compensated
executive  officers  (each of whom are also members of our boards of directors)
for the years ended November 30, 2006, 2005 and 2004.



                                                        SUMMARY COMPENSATION TABLE

                                                                                   LONG TERM
                                             ANNUAL COMPENSATION              COMPENSATION AWARDS           PAYOUTS
                                   ----------------------------------------  -------------------------    -----------
                                                                                          NUMBER OF
                                                                             RESTRICTED   SECURITIES
                                                                OTHER ANNUAL   STOCK      UNDERLYING       LTIP
NAME AND PRINCIPAL                                              COMPENSATION  AWARDS($)    OPTIONS        PAYOUTS    ALL OTHER
   POSITION              YEAR      SALARY($)       BONUS ($)        ($)(1)    (2)(3)(4)   (#)(4)(5)         ($)     COMPENSATION($)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                             
Micky Arison             2006      850,000        2,600,000        497,700   3,180,800      120,000           --            --
     Chairman and        2005      800,000        2,900,000 (6)    423,600   3,218,400      120,000           --            --
     CEO                 2004      700,000        2,400,000 (6)    389,500   3,475,200      120,000           --            --


Howard S. Frank          2006      750,000        2,500,000        437,700   2,609,000      100,000           --            --
    Vice Chairman        2005      700,000        2,800,000        198,300   2,682,000      100,000           --            --
     and COO             2004      600,000        2,300,000        193,400   2,896,000      100,000           --            --

Robert H. Dickinson      2006      763,000        1,118,661 (7)    160,900   1,524,000       80,000           --            --
     President and CEO   2005      741,000        1,594,400 (7)    160,100   2,070,400       80,000           --            --
     of Carnival Cruise  2004      400,000        1,393,200 (7)    137,600   1,849,200       80,000           --            --
     Lines

Peter G. Ratcliffe       2006    1,150,000          934,500 (8)     62,000       *             *         746,439 (10)   30,236 (11)
     CEO of P&O          2005    1,100,000          902,000 (8)     56,900   1,420,300 (9)   50,000           --        67,000 (11)
     Princess Cruises    2004    1,100,000          814,000 (8)     60,500   1,393,200 (9)   50,000           --        66,700 (11)
     International

Pier Luigi Foschi        2006    1,139,175 (12)   1,246,568 (13)   266,400        *            *              --            --
     Chairman and        2005    1,097,000 (12)     979,400 (13)   237,100     543,600 (14)  50,000 (15)      --            --
     CEO of Costa        2004      981,000 (12)   1,033,000 (13)   150,000        --          (15)            --            --


------------
*    The 2006 share  awards  anticipated  to be made to Messrs.  Ratcliffe  and
     Foschi have not been finally determined at the time this preliminary proxy
     statement was filed.
(1)  This  column  includes  our  aggregate   incremental   cost  of  providing
     perquisites  and personal  benefits to the named executive  officers.  The
     amounts of  personal  benefits  shown in this  column for fiscal 2006 that
     represent more than 25% of the applicable  executive's  total Other Annual
     Compensation include: personal use of the Carnival Corporation aircraft of
     $343,811 to Mr. Arison and $321,402 to Mr.  Frank;  personal air travel of
     $89,818  to Mr.  Dickinson;  private  club  membership  of  $18,518 to Mr.
     Ratcliffe; and living accommodations of $142,179 to Mr. Foschi.
(2)  Represents  the  value,  based on the  closing  market  price of  Carnival
     Corporation  common stock on the NYSE or Carnival  plc ordinary  shares on
     the LSE on the date of grant.  As of November  30, 2006,  Messrs.  Arison,
     Frank and Dickinson held 300,000 shares, 290,000 shares and 264,000 shares
     of  restricted  Carnival  Corporation  common stock,  respectively.  As of
     November 30, 2006, Mr. Ratcliffe held 10,000 shares of restricted Carnival
     Corporation common stock and 20,000 restricted share units. As of November
     30,  2006,  Mr.  Foschi  did not own any  shares  of  restricted  Carnival
     Corporation  common stock or RSUs but owned 10,000 Carnival plc restricted
     share units. At November 30, 2006,  based on the closing price of Carnival
     Corporation  common stock and Carnival plc ordinary shares on such date of
     $48.99 and (pound)34.75 per share, respectively, such restricted shares of
     common stock and restricted  share units owned by Messrs.  Arison,  Frank,
     Dickinson,  Ratcliffe and Foschi had a value of $14,697,000,  $14,207,100,
     $12,933,360,  $1,469,700 and $482,625, respectively (based on the November
     30, 2006  exchange  rate of  $1.95:(pound)1).  Generally,  the  restricted
     shares will  continue to vest  following  retirement  after a certain age.
     Except for the restricted  shares owned by Mr.  Ratcliffe,  the restricted
     shares  of  Carnival  Corporation  common  stock  held by  such  executive
     officers  have the  same  rights  with  respect  to  dividends  and  other
     distributions  as all other  outstanding  shares of  Carnival  Corporation
     common stock.
(3)  Except as otherwise indicated, represents restricted shares and restricted
     share  units in respect of Carnival  Corporation  common  stock.  No stock
     appreciation rights were granted to any of the named executive officers.
(4)  In certain  instances,  restricted  shares,  restricted share units and/or
     options are granted to executive  officers  during the  subsequent  fiscal
     year in recognition of services rendered during the prior fiscal year.
(5)  Except as otherwise  indicated,  represents options in respect of Carnival
     Corporation common stock.
(6)  Pursuant  to Mr.  Arison's  request,  Carnival  Corporation  donated  $2.5
     million of Mr. Arison's 2005 bonus to the Partnership for Recovery,  Inc.,
     Florida Hurricane Relief Fund, Save the Children and My Key West Emergency
     Relief Fund established by the Community Foundation of the Florida Keys to
     aid in hurricane  relief  efforts.  The entire amount of Mr. Arison's 2004
     bonus was donated to the American Red Cross  International  Response Fund,
     the U.S.  Fund for UNICEF and Save the  Children  Asia  Earthquake/Tsunami
     Relief Fund to aid in the tsunami relief efforts in Asia and Africa.
(7)  Represents  amounts  payable to Mr.  Dickinson  pursuant  to the  Carnival
     Cruise  Lines  Management   Incentive  Plan  (or  its   predecessors,   as
     applicable)  pursuant to which key management employees of Carnival Cruise
     Lines  participate  in a bonus pool  primarily  based on  Carnival  Cruise
     Lines' return on invested capital.
(8)  Represents  cash amounts  payable to Mr.  Ratcliffe  under his  employment
     agreement  pursuant to which he receives a bonus  contingent  upon the net
     income of certain  specified cruise and tour brands,  consisting of Cunard
     Line, Ocean Village,  P&O Cruises,  P&O Cruises  (Australia),  P&O Travel,
     Princess Cruises,  Princess Tours and Swan Hellenic units. The cash amount
     represents 50% of Mr. Ratcliffe's bonus, the other 50% of which is payable
     in shares of Carnival plc pursuant to the Carnival plc Deferred  Bonus and
     Co-Investment  Matching Plan (the "Deferred Bonus Plan") described in note
     (9) below.


                                      34


(9)  Represents  (a)  the  value  of  10,000  shares  of  restricted   Carnival
     Corporation  common stock or restricted share units,  based on the closing
     market price of Carnival  Corporation common stock on the NYSE on the date
     of grant,  and (b) the  value of awards  over  shares in  Carnival  plc in
     respect  of 50% of Mr.  Ratcliffe's  annual  bonus  described  in note (8)
     above.  Pursuant  to the  terms of the  Deferred  Bonus  Plan,  50% of Mr.
     Ratcliffe's bonus is payable in the form of a conditional right to receive
     Carnival plc shares after a three-year  retention  period.  As of November
     30, 2006, Mr.  Ratcliffe held 40,228 share awards under the Deferred Bonus
     Plan, which were granted in respect of his 2003, 2004 and 2005 bonuses. At
     November  30,  2006,  based on the closing  price of Carnival plc ordinary
     shares on such date of (pound)24.75,  such 40,228  restricted shares had a
     value of  (pound)995,643  (or  $1,941,504  based on the  November 30, 2006
     exchange rate of $1.95:(pound)1), which shares have the right to dividends
     during the retention period.
(10) Represents  the  value of  13,732  Carnival  plc  ordinary  shares  at the
     February 23, 2006 closing price of (pound)31.24 (based on the February 23,
     2006  exchange  rate  of  $1.74:(pound)1)  acquired  by Mr.  Ratcliffe  on
     February  23,  2006  upon  the  distribution  of the  matching  award  and
     accumulated dividend under the Deferred Bonus Plan in respect of the bonus
     granted to him by P&O Princess Cruises plc in 2003.
(11) Represents  employer  contributions  made on behalf of Mr. Ratcliffe under
     the  Princess  Cruises  Retirement  Savings Plan in the amount of $12,300,
     $12,600  and  $11,260 in fiscal  2004,  2005 and 2006,  respectively,  and
     employee  contributions  made by Carnival  plc on behalf of Mr.  Ratcliffe
     under the P&O Princess  Cruises  Pension  Scheme in the amount of $54,400,
     $54,400 and $18,976 in fiscal 2004,  2005 and 2006,  respectively,  future
     accrual of which ceased effective April 5, 2006.
(12) Mr.  Foschi's  compensation  was payable in euro. His base salary has been
     translated  into U.S.  dollars at the average  exchange rate of the dollar
     for  the  2004  fiscal  year  of  $1.235:(euro)1,   2005  fiscal  year  of
     $1.258:(euro)1 and 2006 fiscal year of $1.245:(euro)1.
(13) Represents  amounts  payable to Mr. Foschi under an agreement  pursuant to
     which he receives a base bonus (which was  (euro)669,000  in 2006 and 2005
     and (euro)440,000 in 2004) plus additional amounts based on the percentage
     increase  in  consolidated  net  income  of  Costa.  His  bonus  has  been
     translated  into U.S.  dollars at the exchange rate of  $1.22:(euro)1  for
     2005 and  $1.30:(euro)1 for 2006, being the exchange rates on the date his
     bonus was approved by the Compensation Committees.
(14) Represents the value of restricted share units granted to Mr. Foschi based
     on the closing  price of Carnival  plc  ordinary  shares on the LSE on the
     date of  grant  translated  into  U.S.  dollars  at the  exchange  rate of
     $1.74:(pound)1 for fiscal 2005.
(15) Following  the  legal  transfer  of Costa  from  Carnival  Corporation  to
     Carnival plc in December 2003, the Costa  employees  participating  in the
     Carnival  Corporation 2002 Stock Plan and Carnival  Corporation would have
     faced  significant  negative  tax  consequences  under  Italian law if the
     employees  retained  their  options.  Accordingly,  in February  2004, the
     Compensation   Committees   accelerated   the  vesting  of  all   Carnival
     Corporation  options  granted to Costa  employees  and  approved a general
     exceptional  grant of share options under Carnival plc's  Executive  Share
     Option  Plan to replace  the  Carnival  Corporation  options.  Mr.  Foschi
     received options over 200,000 Carnival plc ordinary shares as part of this
     general exceptional grant, being the number of Carnival  Corporation stock
     options he had outstanding at the time of the transfer of Costa.

     In October 2004,  Mr. Foschi  received an option over 58,264  Carnival plc
     ordinary  shares which replaced the value of a grant of 10,000  restricted
     shares of Carnival Corporation originally granted on January 30, 2004. The
     restricted  shares were  rescinded  because of  significant  negative  tax
     consequences  under Italian law if Mr. Foschi retained shares.  Mr. Foschi
     was also granted an option over 28,800  Carnival  plc  ordinary  shares as
     part of a wider grant of options to Costa  employees.  Due to  limitations
     under Carnival plc's  Executive Share Option Plan, we were unable to grant
     Mr.  Foschi the 50,000  annual  grant of  options  that were  historically
     granted to him.  Accordingly,  when our shareholders approved the adoption
     of  the  Carnival  plc  2005  Employee  Share  Plan  in  April  2005,  the
     Compensation  Committees  granted  Mr.  Foschi an  additional  option over
     21,200 Carnival plc ordinary shares.

     In October 2005, the Compensation  Committees granted Mr. Foschi an option
     over 40,000 Carnival plc ordinary shares in lieu of the 10,000  restricted
     shares he historically would have received in 2004.


Additional   information  with  respect  to  Carnival  plc's  compensation  and
reimbursement  practices during fiscal 2006 for non-employee (or non-executive)
directors is included in Part II of the Carnival  plc  Directors'  Remuneration
Report, which is attached as Annex B to this proxy statement.




                                      35


                       OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth all stock options granted to our Chief Executive
Officer and our four other most highly  compensated  executive  officers during
fiscal 2006.



                                                                       INDIVIDUAL GRANTS
                         ----------------------------------------------------------------------------------------------------------
                                 NUMBER OF             PERCENT OF TOTAL
                          SECURITIES UNDERLYING         OPTIONS GRANTED          EXERCISE OR                          GRANT DATE
                              OPTIONS GRANTED           TO EMPLOYEES IN           BASE PRICE         EXPIRATION      PRESENT VALUE
NAME                             (#)(1)(2)              FISCAL YEAR (3)        PRICE ($/SH) (4)         DATE             ($)(5)
--------------------      ---------------------        -----------------       ----------------     ------------    ---------------
                                                                                                     
Micky Arison                      120,000                     5.01%               47.830             10/16/2013        1,470,000
Howard S. Frank                   100,000                     4.17%               47.830             10/16/2013        1,225,000
Robert H. Dickinson                80,000                     3.34%               38.460             08/01/2013          734,400
Peter G. Ratcliffe                 50,000                     2.09%               51.375             02/21/2013          622,500
Pier Luigi Foschi                  50,000                     2.09%               55.645             02/21/2013          608,000


--------------
(1)  Represents  options  granted  in respect of  Carnival  Corporation  common
     stock,  except for options  granted to Mr.  Foschi which are in respect of
     Carnival plc ordinary shares. No stock appreciation rights were granted to
     the executive officers in fiscal 2006.
(2)  Subject to accelerated  vesting upon the death or disability of the option
     holder,  each  option  is  exercisable  in  amounts  equal  to  20% of the
     aggregate  number of shares  underlying  the option,  on the first through
     fifth  anniversaries  of the  grant  date.  Generally,  the  options  will
     continue to vest and are not forfeited following retirement.
(3)  Represents  the  percent of the  aggregate  of  Carnival  Corporation  and
     Carnival plc options granted.
(4)  Except in the case of  options  granted  to Mr.  Foschi,  represents  fair
     market value of Carnival Corporation common stock at date of grant. In the
     case of options  granted to Mr. Foschi,  represents  average of the middle
     market  quotations of Carnival plc ordinary  shares over the 30-day period
     preceding  the date of the grant,  which was higher than the middle market
     quotation of such share on the date of grant.  The exercise  price for the
     Carnival plc options granted on February 21, 2006 is  (pound)31.98.  These
     amounts  have been  converted  to U.S.  dollars  based on the  grant  date
     exchange rate of $1.74:(pound)1.
(5)  The  Black-Scholes  option  pricing model was chosen to estimate the Grant
     Date Present Value set forth in this table of (a) the Carnival Corporation
     options  at $12.45  per share at  February  21,  2006,  $9.18 per share at
     August  1,  2006 and  $12.25  per share at  October  16,  2006 and (b) the
     Carnival plc options at $12.16 per share at February 21, 2006.  Our use of
     this model should not be construed  as an  endorsement  of its accuracy at
     valuing  options.  All stock option models require a prediction  about the
     future  movement of the stock price.  Several  factors impact the expected
     option life,  including  the vesting  schedule of the options.  All of the
     options  described  above  lapse on the seventh  anniversary  of the grant
     date. In addition,  all of the options  described  above vest ratably over
     five years.  Accordingly,  the Grant Date Present Values  presented in the
     table were determined in part using the following assumptions:



                                                                    CARNIVAL CORPORATION                            CARNIVAL PLC
                                                  ----------------------------------------------------------      -----------------
                                                  FEBRUARY 21, 2006     AUGUST 1, 2006      OCTOBER 16, 2006      FEBRUARY 21, 2006
                                                  -----------------     --------------      ----------------      -----------------
                                                                                                      
           Expected volatility...............           26.50%              29.50%              30.25%                26.50%
           Risk free interest rate...........            4.46%               4.72%               4.64%                 4.21%
           Expected dividend yield...........            2.20%               3.25%               2.74%                 2.20%
           Expected option life..............            4.75 years          4.75 years          4.75 years            4.75 years


     The real  value of the  options  in this  table  depends  upon the  actual
     performance of Carnival Corporation common stock and Carnival plc ordinary
     shares, as applicable, during the respective period and upon when they are
     exercised.  The approach used in developing the assumptions upon which the
     Black-Scholes  valuation was done is consistent  with the  requirements of
     Statement  of  Financial  Accounting  Standards  No. 123  (revised  2004),
     "Share-Based Payment."



                                      36


              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR-END OPTION VALUES(1)

The following  table  provides  information  on the values of the exercised and
unexercised options held by our Chief Executive Officer and our four other most
highly compensated executive officers at November 30, 2006.



                                                               NUMBER OF SECURITIES UNDERLYING           VALUE OF UNEXERCISED
                                                                   UNEXERCISED OPTIONS AT               IN-THE-MONEY OPTIONS AT
                                                                     FISCAL YEAR END (#)                   FISCAL YEAR END ($)
                                                               -------------------------------      ------------------------------
                          SHARES ACQUIRED         VALUE
NAME                      ON EXERCISE(#)(1)     REALIZED ($)     EXERCISABLE    UNEXERCISABLE       EXERCISABLE      UNEXERCISABLE
----------------------    -----------------     ------------     -----------    -------------       -----------      -------------
                                                                                                   
Micky Arison                     --                 --             936,000         384,000           13,926,030(2)    1,985,520(2)
Howard S. Frank               440,000           11,680,273         340,000         320,000            2,262,650(2)    1,654,600(2)
Robert H. Dickinson           176,000            3,371,480         240,000         224,000            1,812,200(2)    1,398,560(2)
Peter G. Ratcliffe               --                 --              30,000         120,000              101,600(2)      152,400(2)
                               51,188(3)         1,236,947               0               0                    0               0
Pier Luigi Foschi                --                 --             108,000(4)      290,264(4)                 0(5)            0(5)


--------------
(1)  Except as otherwise  indicated,  represents  options granted in respect of
     Carnival  Corporation common stock. No stock appreciation  rights are held
     by any of the named executive officers.
(2)  The value of the unexercised  options is based upon the difference between
     the  exercise  price and the average of the high and low market  prices of
     Carnival Corporation common stock on November 30, 2006 of $48.69.
(3)  Represents  stock  options  granted in respect of Carnival plc ADSs,  each
     representing one ordinary share of Carnival plc.
(4)  Represents  stock  options  granted in respect of  Carnival  plc  ordinary
     shares.
(5)  Based upon the  difference  between the exercise  price and the mid-market
     price of Carnival plc ordinary shares on November 30, 2006 of (pound)24.75
     (or $48.26  based on an exchange  rate of  $1.95:(pound)1),  there were no
     in-the-money options held by Mr. Foschi.

Additional  information  with  respect to option  values for the  directors  of
Carnival plc for the financial year ended November 30, 2006 is included in Part
II of the Carnival plc  Directors'  Remuneration  Report,  which is attached as
Annex B to this proxy statement.

                            COMPENSATION AGREEMENTS

2007 BASE SALARIES

On January  22,  2007,  the  Compensation  Committee  approved  the annual base
salaries  payable to the named executive  officers  effective as of December 4,
2006 as follows:

                   NAME                            2007 BASE SALARY
            ------------------                     ----------------
            Micky Arison                              $  850,000
            Howard S. Frank                           $  750,000
            Robert H. Dickinson                       $  763,000
            Peter G. Ratcliffe                        $1,150,000
            Pier Luigi Foschi                         $1,189,500 (1)

------------
(1)  Mr.  Foschi's  compensation  is  payable  in  euro.  His  base  salary  of
     (euro)915,000  (which is  unchanged  from his 2006 base  salary)  has been
     translated  into U.S.  dollars at the January 22,  2007  exchange  rate of
     $1.30:(euro)1.

EXECUTIVE LONG-TERM COMPENSATION AGREEMENTS

Carnival   Corporation  has  entered  into  Executive  Long-Term   Compensation
Agreements (the  "Compensation  Agreements") with Micky Arison, its Chairman of
the Board and Chief Executive  Officer,  Howard S. Frank,  its Vice Chairman of
the Board and Chief Operating Officer,  and Robert H. Dickinson,  President and
Chief  Executive  Officer of Carnival  Cruise  Lines (each an  "Officer").  The
Compensation  Agreements  provide  that  during  the  term  of  such  Officer's
employment,  Carnival  Corporation  will  provide  long-term  compensation  (in
addition  to his annual  compensation  consisting  of a base  salary and annual
bonus,  which in the case of Mr. Dickinson is awarded under the Carnival Cruise
Lines Management  Incentive Plan) in the form of annual grants to each Officer,
contingent  upon  satisfactory  performance  by the  Officer,  as follows:  Mr.
Arison,  60,000  restricted  shares of  common  stock and  120,000  options  to
purchase common stock; Mr. Frank,  50,000 restricted shares of common stock and
100,000 options to purchase common stock; and Mr. Dickinson,  40,000 restricted
shares of common stock and 80,000 options to purchase common stock.


                                      37


The options vest in five equal annual installments  beginning one year from the
date of grant, and the restricted  shares of common stock cliff vest five years
from the date of grant.  Unvested options and restricted shares of common stock
are forfeited if an Officer's employment is terminated for cause, if he engages
in competition  with Carnival  Corporation or if he violates the  nondisclosure
provisions of the  Compensation  Agreement,  or if the Officer resigns prior to
attaining  a  specified  age  other  than as a  result  of a  terminal  medical
condition.

EMPLOYMENT AGREEMENT

Peter G. Ratcliffe has entered into an employment agreement under which he acts
as Chief Executive  Officer of P&O Princess Cruises  International  responsible
for the Cunard  Line,  Ocean  Village,  P&O Cruises,  P&O Cruises  (Australia),
Princess  Cruises,  Princess  Tours  and  Swan  Hellenic  units  (the  "Covered
Operations").  Mr.  Ratcliffe's  base salary is $1.15  million,  with an annual
bonus  based on a  specified  percentage  of the  adjusted  net income from the
Covered Operations.  Fifty percent of the annual bonus is payable in cash, with
the remaining 50% payable in the form of a right to receive  shares in Carnival
plc  after a  retention  period  of three  years  pursuant  to the terms of the
Deferred  Bonus  Plan.  The   employment   agreement   provides  that  Carnival
Corporation  will provide Mr.  Ratcliffe an annual grant of options to purchase
50,000  shares  of  Carnival  Corporation  common  stock,  contingent  upon his
satisfactory  performance.  The options vest in five equal annual  installments
beginning  one year from the date of grant.  Unvested  options are forfeited if
Mr. Ratcliffe's employment is terminated for cause or because he is in material
violation  of the  non-competition,  non-disclosure  or  intellectual  property
provisions of his employment agreement.

Mr.  Ratcliffe is also entitled to certain fringe  benefits  available to other
senior  executives as well as participation in the P&O Princess Cruises Pension
Scheme and the Princess Cruises Chief Executive Officer Supplemental  Executive
Retirement Plan.

If Mr. Ratcliffe's  employment  agreement is terminated by Carnival plc without
"cause" or is terminated by Mr. Ratcliffe with "good reason" (as such terms are
defined in the employment agreement), Mr. Ratcliffe is entitled to compensation
equal to his base  salary and a bonus equal to the bonus paid the year prior to
termination payable in monthly  installments.  He is also entitled continuation
for 12 months of certain other benefits unless and until Mr. Ratcliffe  becomes
eligible for similar  benefits from another employer prior to the expiration of
12  months  from the date of  termination.  If Mr.  Ratcliffe's  employment  is
terminated  for cause,  he terminates  his  employment  agreement  without good
reason or he materially  breaches the  non-disclosure or intellectual  property
provisions of the employment agreement,  no additional  compensation is due. In
the event of  termination  for  reasons  other  than for cause,  Mr.  Ratcliffe
retains his share awards  received  under the Deferred  Bonus Plan for the full
retention period, subject to certain exceptions.

SERVICE AGREEMENT

In February 2005, Costa entered into a service  agreement with Mr. Foschi under
which he acts as its chairman and chief  executive  officer.  Mr. Foschi's base
salary is  (euro)915,000  (which  may be  subject  to  increases  and  includes
non-competition  compensation of  (euro)115,000  per year)),  a guaranteed base
bonus  of  (euro)669,000  plus  additional  amounts  based  on  the  compounded
year-over-year  percentage  increases in consolidated  net income of Costa from
the base year  (limited  to an increase  of 20% per year),  and certain  fringe
benefits  (including  a company  car and living  accommodations).  The  service
agreement also contains confidentiality provisions.

The original  one-year term of Mr. Foschi's service  agreement is automatically
renewed for an additional  year unless either party  provides the other with 60
days notice of an intention  not to renew.  If the  agreement is  terminated by
Costa for reasons other than Mr. Foschi's  breach of his obligations  under the
agreement or because Mr. Foschi is revoked as a director of Costa for cause, or
if Mr.  Foschi  resigns with cause under Italian law or as a result of a change
of control of Costa,  Mr. Foschi is entitled to a termination  payment equal to
his annual base salary,  the annual  non-competition  compensation  and a bonus
equal to the bonus paid the year prior to termination  (unless in the case of a
change of control an alternative  contractual  arrangement is entered into with
the new controlling group).

Additional long-term compensation information for the directors of Carnival plc
for the  financial  year ended  November  30, 2006 is included in Part I of the
Carnival plc Directors' Remuneration Report included in this proxy statement as
the  Report of the  Compensation  Committees  and Part II of the  Carnival  plc
Directors'  Remuneration  Report,  which is  attached  as Annex B to this proxy
statement.


                                      38


                           EQUITY COMPENSATION PLANS

CARNIVAL CORPORATION

Set  forth  below is a table  that  summarizes  compensation  plans  (including
individual  compensation  arrangements) under which Carnival Corporation equity
securities are authorized for issuance as of November 30, 2006.



                                                                                                       NUMBER OF SECURITIES
                                      NUMBER OF SECURITIES TO           WEIGHTED-AVERAGE          REMAINING AVAILABLE FOR FUTURE
                                     BE ISSUED UPON EXERCISE OF        EXERCISE PRICE OF        ISSUANCE UNDER EQUITY COMPENSATION
                                        OUTSTANDING OPTIONS,          OUTSTANDING OPTIONS,    PLANS (EXCLUDING SECURITIES REFLECTED
       PLAN CATEGORY                    WARRANTS AND RIGHTS           WARRANTS AND RIGHTS               IN COLUMN  (a))
------------------------------       --------------------------     -----------------------   --------------------------------------
                                               (a)                             (b)                             (c)
                                                                                     
Equity compensation plans
approved by security holders               16,461,648 (1)                   $ 41.37                      28,777,766(2)(3)

Equity compensation plans not
approved by security holders                        0                             0                               0
                                       -----------------              ----------------               ----------------------
Total                                      16,461,648                       $ 41.37                      28,777,766


-------------
(1)  Includes outstanding options to purchase Carnival Corporation common stock
     under the Carnival  Cruise Lines,  Inc.  1987 Stock Option Plan,  Carnival
     Corporation 1992 Stock Option Plan, Carnival  Corporation 2002 Stock Plan,
     Carnival  Corporation  1993  Outside  Directors'  Stock  Option  Plan  and
     Carnival  Corporation  2001 Outside  Director  Stock Plan.  Also  includes
     222,799 restricted share units outstanding under the Carnival  Corporation
     2002 Stock Plan and 1,250  restricted  share units  outstanding  under the
     Carnival Corporation 2001 Outside Director Stock Plan.

(2)  Includes  Carnival  Corporation  common stock available for issuance as of
     November 30, 2006 as follows:  2,662,607  under the  Carnival  Corporation
     Employee Stock Purchase Plan,  25,464,291  under the Carnival  Corporation
     2002 Stock Plan and 432,500  under the Carnival  Corporation  2001 Outside
     Director Stock Plan. This figure excludes  securities  reflected in column
     (a).

(3)  In addition to options,  the Carnival  Corporation 2002 Stock Plan and the
     Carnival  Corporation  2001  Outside  Director  Stock Plan provide for the
     award of restricted  shares and restricted share units without  limitation
     on the number of shares than can be awarded in either form.


CARNIVAL PLC

Set  forth  below is a table  that  summarizes  compensation  plans  (including
individual   compensation   arrangements)   under  which  Carnival  plc  equity
securities are authorized for issuance as of November 30, 2006.



                                                                                                       NUMBER OF SECURITIES
                                      NUMBER OF SECURITIES TO           WEIGHTED-AVERAGE          REMAINING AVAILABLE FOR FUTURE
                                     BE ISSUED UPON EXERCISE OF        EXERCISE PRICE OF        ISSUANCE UNDER EQUITY COMPENSATION
                                        OUTSTANDING OPTIONS,          OUTSTANDING OPTIONS,    PLANS (EXCLUDING SECURITIES REFLECTED
       PLAN CATEGORY                    WARRANTS AND RIGHTS           WARRANTS AND RIGHTS               IN COLUMN  (a))
------------------------------       --------------------------     -----------------------   --------------------------------------
                                               (a)                             (b)                             (c)

                                                                                     
Equity compensation plans
approved by security holders              3,353,102 (2)                    $ 48.41                       12,941,092(3)

Equity compensation plans not
approved by security holders                      0                              0                                0
                                       -----------------              ----------------               ----------------------
Total                                     3,353,102                        $ 48.41                       12,941,092


-------------
(1)  Converted  from  sterling,  if  applicable,  using the  November  30, 2006
     exchange rate of $1.95:(pound)1.
(2)  Includes  outstanding  options to purchase  Carnival plc  ordinary  shares
     under the Carnival plc  Executive  Share Option Plan and Carnival plc 2005
     Employee  Share  Plan.  Also  includes  68,702   restricted   share  units
     outstanding under the Carnival plc 2005 Employee Share Plan.
(3)  In addition to options, the Carnival plc 2005 Employee Share Plan provides
     for the award of  restricted  shares and  restricted  share units  without
     limitation on the number of shares that can be awarded in either form.


                                      39


                        DEFINED BENEFIT AND OTHER PLANS

CARNIVAL CORPORATION

The following table sets forth the combined  estimated  annual pension benefits
payable at age 65 (being the  normal  retirement  date,  pursuant  to  Carnival
Corporation's   Supplemental   Executive   Retirement  Plan  (the  "SERP")  and
Nonqualified  Retirement Plan for Highly  Compensated  Employees (the "Carnival
Corporation  Retirement  Plan").  The benefits  listed in the table include the
offset for Social Security benefits under the provisions of the SERP.



                                              YEARS OF SERVICE
                 ------------------------------------------------------------------------------
   PAY               15               20              25               30                35
----------       ----------       -----------     -----------      ----------       -----------
                                                                     
$1,750,000       $  500,802       $  675,802      $  850,802       $  850,802       $  850,802
$2,000,000       $  575,802       $  775,802      $  975,802       $  975,802       $  975,802
$2,250,000       $  650,802       $  875,802      $1,100,802       $1,100,802       $1,100,802
$2,500,000       $  725,802       $  975,802      $1,225,802       $1,225,802       $1,225,802
$2,750,000       $  800,802       $1,075,802      $1,350,802       $1,350,802       $1,350,802
$3,000,000       $  875,802       $1,175,802      $1,475,802       $1,475,802       $1,475,802
$3,250,000       $  950,802       $1,275,802      $1,600,802       $1,600,802       $1,600,802
$3,500,000       $1,025,802       $1,375,802      $1,725,802       $1,725,802       $1,725,802
$3,750,000       $1,100,802       $1,475,802      $1,850,802       $1,850,802       $1,850,802
$4,000,000       $1,175,802       $1,575,802      $1,975,802       $1,975,802       $1,975,802


Mr. Frank and Mr.  Dickinson  will each receive  retirement  benefits under the
SERP. The SERP provides a benefit equal to 50% of cash compensation (as defined
in the SERP).  The SERP  provides an early  retirement  benefit at age 55 after
completion  of 15 years of service,  subject to a  reduction  of 0.25% for each
month that distribution of benefits  precedes the participant's  65th birthday.
The  SERP  benefit  is  offset  for any  benefit  payable  under  the  Carnival
Corporation Retirement Plan and for Social Security benefits. SERP benefits are
paid as a continuous  and certain  annuity for 5, 10, 20 or 30 years,  a 50% or
100% joint and survivor annuity, or as a single lump sum.

Mr.  Arison,  Mr.  Frank  and  Mr.  Dickinson's  benefits  under  the  Carnival
Corporation  Retirement  Plan are  calculated  based on their length of service
with  Carnival  Corporation  and the average of their five highest  consecutive
years of  compensation  out of the last ten years of service.  The  elements of
compensation to determine their benefit are their base salary and cash bonus as
described  in the  Summary  Compensation  Table.  Benefits  under the  Carnival
Corporation  Retirement Plan are paid as a continuous and certain annuity for 5
or 10 years, a 50% or 100% joint and survivor annuity, or as a single lump sum.

Credited   service  for  benefit   calculation   purposes  under  the  Carnival
Corporation  Retirement  Plan is limited to 30 years.  As of December 31, 2006,
Micky  Arison,  Robert H.  Dickinson  and Howard S. Frank each have at least 30
years of credited  service.  Pier Luigi Foschi and Peter G.  Ratcliffe  are not
eligible for participation in the Carnival Corporation Retirement Plan.

As of January 1, 2007, the annual estimated benefits payable under the SERP and
Carnival Corporation  Retirement Plan to Messrs. Frank and Dickinson at age 65,
would  be  life  annuities   (five-year  certain  benefit)  of  $1,729,379  and
$1,112,106,   respectively,  or  lump  sums  of  $20,801,055  and  $13,634,821,
respectively.

Carnival   Corporation  has  a  benefit  limitation  policy  for  the  Carnival
Corporation  Retirement Plan which only applies to Mr. Arison.  We have limited
the annual compensation covered by the Carnival Corporation Retirement Plan for
the calendar year 2006 for Mr. Arison to $321,216 (as may be indexed). Based on
Mr.  Arison's level of compensation  and his 30 credited years of service,  the
annual  estimated  benefits payable under the Carnival  Corporation  Retirement
Plan  to Mr.  Arison  at age 65  would  be a life  annuity  (five-year  certain
benefit)  $141,784  or a  lump  sum of  $1,092,295.  The  Carnival  Corporation
Retirement  Plan does not reduce benefits on account of Social Security (or any
other  benefit),  other  than as  reflected  in the  benefit  formula  which is
integrated with Social Security.


                                      40


CARNIVAL PLC

Mr. Ratcliffe is entitled to receive retirement  benefits from the P&O Princess
Cruises Pension Scheme, a UK Inland Revenue  registered defined benefit scheme,
future  accrual  of which  ceased  effective  April 5, 2006.  He also  receives
retirement   benefits  under  the  Princess  Cruises  Chief  Executive  Officer
Supplemental  Executive  Retirement Plan, a U.S. unfunded plan, under which Mr.
Ratcliffe  receives the same  retirement  benefits he would have received under
the P&O Princess  Cruises Pension Scheme had his benefits  continued to accrue.
Any  payments  under this plan are reduced by payments  received  under the P&O
Princess Cruises Pension Scheme.  These benefits include a pre-retirement death
benefit.

Mr. Ratcliffe is entitled to receive a retirement  benefit equivalent to 1/60th
of final  salary for his first 17 years of service  plus 1/45th of final salary
per year of service thereafter.  Final salary means Mr. Ratcliffe's base salary
(excluding  bonus and other  items)  during his final 12 months of  employment.
Upon  reaching the age of 60, Mr.  Ratcliffe  is eligible to receive  unreduced
benefits  commencing at retirement.  The benefit will be actuarially reduced if
retirement  occurs  prior to age 60. The  normal  form of benefit is an annuity
payable for the life of Mr.  Ratcliffe with a reduced  survivor benefit for his
spouse.  If there is no  surviving  spouse,  Mr.  Ratcliffe  may  designate  an
alternate  beneficiary  for a lump sum payment,  subject to plan  limits.  Upon
retirement,  the benefit is subject to an annual cost-of-living  adjustment not
to exceed 5%. Based on  Mr.Ratcliffe's  36 years of credited service and salary
through November 30, 2006, his unreduced annual pension benefit is $853,730.

Additional  information with respect to pension plan  arrangements for Carnival
plc for the financial year ended November 30, 2006 is included in Part I of the
Carnival plc Directors' Remuneration Report included in this proxy statement as
the  Report of the  Compensation  Committees  and Part II of the  Carnival  plc
Directors'  Remuneration  Report,  which is  attached  as Annex B to this proxy
statement.



                                      41


                     REPORT OF THE COMPENSATION COMMITTEES
                                      AND
              CARNIVAL PLC DIRECTORS' REMUNERATION REPORT - PART I

INTRODUCTION

Carnival Corporation and Carnival plc are subject to disclosure regimes in both
the U.S.  and UK.  While some of the  disclosure  requirements  are the same or
similar,  some are very  different.  As a result,  the Carnival plc  Directors'
Remuneration  Report is in two parts. The information  contained in this Part I
also  constitutes  the Report of the  Compensation  Committees  as  required by
regulations  promulgated by the U.S.  Securities and Exchange  Commission,  and
includes  information  that  Carnival plc is required to disclose in accordance
with the UK Directors'  Remuneration  Report Regulations 2002 incorporated into
the UK Companies Act 1985 (the "DRR Regulations").  Part II of the Carnival plc
Directors'  Remuneration Report is set forth as Annex B to this proxy statement
and  includes  the  additional  information  that  Carnival  plc is required to
disclose in accordance with the DRR Regulations,  including  information  which
has been audited.

Parts I and II of the Carnival  plc  Directors'  Remuneration  Report have been
drafted in compliance with the DRR Regulations,  the July 2003 Combined Code on
Corporate  Governance (the "Combined Code"),  the UK Companies Act 1985 and the
Listing Rules of the UK Listing Authority. Both Parts I and II form part of the
audited  consolidated  financial  statements  of Carnival plc for the financial
year ended November 30, 2006.

GENERAL

Carnival  Corporation  and Carnival plc are separate legal  entities  (together
referred to in this report as  "Carnival  Corporation  & plc") and each company
has its own board of  directors  and  Compensation  Committee.  However,  as is
required by the  agreements  governing the dual listed company  structure,  the
boards of directors and members of the committees of the boards,  including the
Compensation Committees, are identical and there is a single management team.

The  Compensation   Committees   determine  the  compensation  policy  and  the
compensation  payable  to the  outside  directors  and  executive  officers  of
Carnival  Corporation & plc, including annual  performance  related bonuses and
awards of share options,  restricted  shares and  restricted  share units under
incentive plans. Compensation of the executive officers is determined following
consultation with the Chairman/CEO of Carnival Corporation & plc.

The current membership of the Compensation Committees consists of three members
who are deemed  independent  by the  boards of  directors.  The  members of the
Compensation   Committees   are   appointed   by  the   boards   based  on  the
recommendations  of the  Nominating & Governance  Committees.  During 2006, the
membership  of the  Compensation  Committees  changed with Modesto A.  Maidique
(Chairman) and Sir John Parker serving on the Compensation  Committees  through
July 1, 2006. Arnold W. Donald (as Chairman) and Baroness Sarah Hogg joined the
Compensation  Committees  on July 1,  2006.  Richard J.  Glasier  served on the
Compensation Committees for all of 2006.

The  Compensation   Committees  maintain  an  annual  calendar  with  regularly
scheduled  agenda  items  and tasks as well as those  items and tasks  added as
necessary.  The  Compensation  Committees  generally  schedule  four  in-person
meetings per year with telephonic meetings scheduled as necessary. During 2006,
the Compensation  Committees held four in-person  meetings and three telephonic
meetings.

Since 2003, the  Compensation  Committees  have engaged Watson Wyatt  Worldwide
(the   "Consultant")  as  their  compensation   consultant.   The  Compensation
Committees  periodically  have also received  advice and assistance  from other
external  legal,  accounting  and tax  advisors.  The  Compensation  Committees
interact with management of Carnival  Corporation & plc on remuneration  issues
primarily   through   communications,   meetings  and   discussions   with  the
Chairman/CEO and the Vice  Chairman/COO,  who also attend meetings as requested
by the  Compensation  Committees.  Materials  for  review  by the  Compensation
Committees  and agenda items for  committee  meetings are  developed  through a
collaborative  process  involving the Chairman of the Compensation  Committees,
the Consultant, and senior executive officers of Carnival Corporation & plc.



                                      42


The  Consultant  attends  all  meetings  of the  Compensation  Committees.  The
Compensation  Committees have requested that management of Carnival Corporation
& plc provide the  Consultant  with  advance  notice,  including  all  relevant
materials,  of all recommendations to be made by management to the Compensation
Committees.  The Consultant reviews all such recommendations made by management
and provides its views on such proposed actions to the Compensation  Committees
for their  consideration.  From time to time, the Chairman of the  Compensation
Committees will communicate with the Consultant  between scheduled  meetings to
address specific  questions and/or provide  instructions to the Consultant with
respect to items to be discussed at future meetings.

The Consultant also provides  actuarial advice and  administrative  services to
Carnival  plc in  relation  to the UK  pension  schemes  and  advice  on  share
incentive plans to Carnival Corporation and Carnival plc.

GLOBAL PERSPECTIVE

Carnival  Corporation  & plc is a global  entity and is a dual  listed  company
(U.S. and UK). Most of the executive officers of Carnival Corporation & plc and
other senior  managers of Carnival  Corporation  & plc are located in the U.S.,
with others primarily based in Europe. As a global entity, it is challenging to
establish  consistent  compensation  practices across  geographic and corporate
lines that satisfy the particular requirements of all jurisdictions.  Since the
largest  presence  of  executives  is in the U.S.,  our  compensation  policies
primarily reflect U.S. market practices.  However, the Compensation  Committees
seek to incorporate UK  compensation  principles,  including those contained in
the Combined  Code,  as far as  practicable,  unless the  application  of those
principles  would be  uncompetitive  in the U.S.  or  other  markets,  or would
restrict Carnival  Corporation & plc's ability to transfer  executives  between
operating units.

To the extent  possible,  Carnival  Corporation  & plc  tailors  the design and
operation of remuneration programs to the needs and business issues specific to
each  operating  unit.  While some  consistent  principles  apply to  incentive
programs at all operating units, such as the importance of achieving profitable
growth and expected returns on invested capital,  the specific methodology used
to determine earned incentive bonuses varies by operating unit.

OVERALL PHILOSOPHY AND OBJECTIVES

Compensation  arrangements  for the  executive  officers  named in the  Summary
Compensation  Table (the "NEOs") are determined on an individual basis in order
to ensure recruitment and retention of candidates with the necessary experience
and skill, taking account of their individual  compensation history, as well as
local geographical market factors.

The  objectives  of the  Compensation  Committees  with  respect  to  executive
remuneration  for 2006 and subsequent  financial years are to create  executive
compensation  packages  that are  competitive  with  compensation  payable by a
comparable group of U.S. peer companies,  as well as to provide both short-term
rewards  and  long-term   incentives  for  positive  individual  and  corporate
performances.  The  Compensation  Committees are provided  market data for each
executive  officer  that  indicates  the median and 75th  percentile  for total
compensation  and each element of compensation  (including base salary,  annual
bonus and equity-based compensation) and the typical mix of compensation in the
market. The Compensation Committees then consider other factors in establishing
each  executive's  compensation  package,  including  financial  and  operating
results and individual performance.  The Compensation Committees' philosophy is
to place more emphasis on the variable  elements of  compensation,  such as the
cash  bonus and  equity-based  compensation,  as  compared  to  typical  market
practice.

The main components of remuneration for executives,  and where applicable,  the
performance criteria on which they are based, are set out below. The principles
applied by the Compensation  Committees are that a high proportion of the total
remuneration   package  to  senior   executives   will  be  delivered   through
performance-related rewards in the form of performance-related cash bonuses and
equity-based incentive awards. The equity-based incentive plans are designed to
align the  interests  of  participants  with those of the  shareholders  and to
support  retention  of the  senior  executives.  This is  accomplished  through
vesting schedules for equity-based  awards that provide for pro rata vesting of
equity-based awards over five years or cliff vesting after three or five years.
The  Compensation  Committees seek to ensure that the operation of the plans in
practice is consistent with their overall objectives,  recommending  changes to
achieve this if necessary.


                                      43


PROCESS FOR MAKING COMPENSATION DETERMINATIONS

The compensation  for the Chairman/CEO and the Vice  Chairman/COO is determined
by the  Compensation  Committees  using their full discretion to evaluate their
individual  performance and the overall  performance of Carnival  Corporation &
plc.  The other NEOs have  individual  employment  agreements  or  compensation
agreements that dictate the general terms of portions of their remuneration. As
part of the annual compensation determination process, the Chairman/CEO and the
Vice  Chairman/COO  prepare a memorandum for the  Compensation  Committees that
outlines  key  initiatives  and goals  for  Carnival  Corporation  & plc at the
beginning of each year. After the fiscal year is complete, the Chairman/CEO and
Vice Chairman/COO  prepare another  memorandum for the Compensation  Committees
discussing the results of those  initiatives,  progress towards goals and other
material items relating to overall Carnival Corporation & plc performance.  The
Compensation  Committees then determine  individual  compensation amounts after
consideration of the performance  results,  historical  compensation,  external
market references and other information they may deem relevant.

External  market  references are  established  based on an annual  benchmarking
study  conducted  by the  Consultant.  The  benchmarking  study  consists of an
analysis of top officer pay at a group of publicly listed peer  companies.  The
peer group is based on U.S.  publicly  listed  companies that are comparable in
size  to  Carnival   Corporation  &  plc  and  operate  in  the  entertainment,
hospitality and diversified media  industries.  The companies in the peer group
are recommended by the Consultant and approved by the  Compensation  Committees
before the benchmarking study commences.

In addition to the individual officer market-based  assessment,  the peer group
is used to benchmark executive remuneration program design features,  aggregate
equity-based  compensation plan costs,  compensation of outside directors,  and
Carnival  Corporation  & plc's  performance  in several key  financial  metrics
reflected in Carnival Corporation & plc's compensation  programs.  For the 2006
market  review,  14 U.S.  publicly  listed  companies were included in the peer
group as follows:

         Cablevision Systems Corporation
         Clear Channel Communications, Inc.
         Harrah's Entertainment, Inc.
         Hilton Hotels Corporation
         IAC/InterActiveCorp
         Liberty Media Corporation
         Marriott International Inc.
         MGM Mirage
         News Corporation
         Royal Caribbean Cruises Ltd.
         Starwood Hotels & Resorts Worldwide, Inc.
         The DIRECTTV Group, Inc.
         The Walt Disney Company
         Viacom Inc.

Carnival  Corporation & plc ranked in the upper quartile along general business
comparative  data such as  employees,  revenues,  operating  income,  operating
margin, return on invested capital,  revenue and profit growth rates and equity
market value.  Shareholder  returns over the prior year and three and five year
periods are also  reviewed  and  compared to peer  companies  and major  market
indices.

In addition,  the Consultant  develops market references for all the individual
executive  positions  reviewed by the  Compensation  Committees using benchmark
data from published compensation surveys.

Internal comparison information is also provided to the Compensation Committees
as well as historical  compensation  data. In recent  years,  the  Compensation
Committees  have  regularly   reviewed  a  "Summary  of  Employment  Terms  and
Conditions" for each NEO that outlines  employment terms and summarizes his/her
current  remuneration  arrangements.  During 2006, the Compensation  Committees
reviewed more detailed "tally sheets" for each NEO that quantified the value of
each  remuneration  element received and provided a three-year  history of each
officer's compensation.


                                      44


COMPENSATION PROGRAM DESIGN AND ELEMENTS

For the NEOs and  other  senior  officers,  the  primary  ongoing  compensation
elements consist of base salary, an annual bonus, annual  equity-based  awards,
pensions,  benefits and  perquisites.  Bonus programs,  benefits and perquisite
plans and certain elements of the equity-based  awards vary among the operating
units of Carnival Corporation & plc reflecting local market practices.

Carnival  Corporation  & plc's  business  strategy  gives the  chief  executive
officer of each operating unit a greater degree of responsibility  and autonomy
as compared to more centralized companies. This results in Carnival Corporation
& plc providing these  executives a level of compensation  opportunity  that is
higher than typical market  practice for business unit executives and a program
design involving more performance-based leverage.

BASE SALARIES

    A.   GENERAL

Salaries are intended to provide a baseline  level of fixed  compensation  that
reflects an officer's  level of  responsibility.  The employment  agreements of
Messrs. Foschi and Ratcliffe set forth their base salaries of (euro)872,000 and
$1,100,000,  respectively.  Such amounts represent the minimum salaries payable
to the two executives and the Compensation  Committees review their performance
each year to determine  whether  higher  salaries are merited by performance or
other factors.

Salaries  are  established  for senior  management  personnel  during the first
quarter of the fiscal year. The Chairman/CEO and the Vice  Chairman/COO  review
the most recent market-based assessment and provide the Compensation Committees
with recommended  salaries for all executive officers,  including the NEOs. The
recommendations   include  a  capsule  review  of  each  officer's   individual
performance  and highlight  various  considerations  in developing the proposed
salaries.

The  Compensation  Committees  determine  salaries for the Chairman/CEO and the
Vice Chairman/COO using a similar process, although the Compensation Committees
may also request recommendations from the Consultant.

    B.   2006 SALARIES

For the NEOs,  salaries in 2006 increased by an average of approximately  5.3%.
The Compensation  Committees  increased the Chairman/CEO's  salary by 6.25% and
the Vice  Chairman/COO's  salary by 7.14% for 2006.  Consistent with historical
practice,  the  Vice  Chairman/COO's  salary  was  set at  $100,000  below  the
Chairman/CEO's  salary. The Compensation  Committees made these  determinations
after discussing the performance and results of Carnival  Corporation & plc and
the individual  performance of both executives.  The market studies reviewed by
the  Compensation  Committees  indicated  that the 2006  salaries  for both the
Chairman/CEO  and the Vice  Chairman/COO  were  below the median  salaries  for
executives in comparable  roles at other public  companies  that are similar in
size and scope to Carnival Corporation & plc.

The Chairman/CEO and Vice  Chairman/COO  recommended  salary increases for 2006
for the other NEOs as follows:  3% for Robert  Dickinson,  President  and Chief
Executive   Officer  of  the  Carnival   Cruise  Lines   division  of  Carnival
Corporation;  5% for  Pier  Luigi  Foschi,  Chief  Executive  Officer  of Costa
Crociere S.p.A. ("Costa"); and 5% for Peter Ratcliffe,  Chief Executive Officer
of P&O Princess Cruises  International.  These  recommendations were consistent
with 2006 salary increases  provided to other executives at each operating unit
whose salaries were  considered to be within range of competitive  practice and
whose  individual  performance was deemed to be  satisfactory.  After reviewing
performance  results for each  operating  unit and  discussing  the  individual
performance  of  each  officer,   the  Compensation   Committees  approved  the
recommended salaries for 2006.

BONUSES

    A.   GENERAL

The  performance-related  annual bonus is the most important cash  compensation
feature of executive  compensation as a reward for  contributions  made towards
achieving  the goals of Carnival  Corporation & plc,  including  profitability.
Annual bonus payments are intended to reward positive short-term individual and
corporate  performance.  The emphasis on the annual discretionary bonus for the
members  of  senior  management  allows  Carnival  Corporation  &  plc  greater
flexibility in rewarding favorable individual and corporate performance than is
possible under a salary-oriented structure.


                                      45


Annual  bonuses  to the NEOs in  charge  of  operating  units  are based on the
financial performance of their respective operating units.

The Compensation Committees determined the bonuses for the NEOs for 2006 on the
basis set out in the table below:



-----------------------------------------------------------------------------------------------------------------------------------
DIRECTOR                                                                           PERFORMANCE MEASURE
-----------------------------------------------------------------------------------------------------------------------------------
                                                               
MICKY ARISON                                                      Based on Carnival Corporation & plc's net income, earnings per
Chief Executive Officer of Carnival Corporation & plc             share, return on invested capital and cost containment. In
                                                                  addition, the individual performance of the executive in
                                                                  achieving agreed tactical and strategic initiatives is
                                                                  considered.
-----------------------------------------------------------------------------------------------------------------------------------
ROBERT H. DICKINSON                                               Based primarily on return on invested capital of Carnival Cruise
President and Chief Executive Officer of the Carnival             Lines compared to certain pre-determined levels pursuant to the
Cruise Lines division of Carnival Corporation                     terms of the Carnival Cruise Lines Management Incentive Plan
                                                                  (the "CCL MIP").
-----------------------------------------------------------------------------------------------------------------------------------
PIER LUIGI FOSCHI                                                 Guaranteed base bonus of (euro)669,000, plus additional amounts
Chief Executive Officer of Costa                                  based on the compounded year-over-year percentage increases in
                                                                  consolidated net income of Costa from the base year (limited to
                                                                  an increase of 20% per year).
-----------------------------------------------------------------------------------------------------------------------------------
HOWARD S. FRANK                                                   Based on Carnival Corporation & plc's net income, earnings per
Chief Operating Officer of Carnival Corporation & plc             share, return on invested capital, and cost containment. In
                                                                  addition, the individual performance of the executive in
                                                                  achieving agreed tactical and strategic initiatives is
                                                                  considered.
-----------------------------------------------------------------------------------------------------------------------------------
PETER G. RATCLIFFE                                                Based on a percentage of net income of the following brands:
Chief Executive Officer of P&O Princess Cruises                   Cunard Line, Ocean Village, P&O Cruises, P&O Cruises
International                                                     (Australia), P&O Travel, Princess Cruises, Princess Tours
                                                                  and Swan Hellenic.
-----------------------------------------------------------------------------------------------------------------------------------


The financial performance criteria relative to each operating unit are designed
to be competitive in the markets where those  businesses  operate and, with the
exception of the financial  performance  criteria applying to bonuses under the
CCL MIP adopted in 2005 for  Carnival  Cruise  Lines,  are those that have been
applied historically in those businesses.

    B.   2006 BONUSES

Based on their applicable  performance  measures and in consideration of market
pay data provided by the Consultant,  the  Compensation  Committees  determined
bonuses for 2006 of $2,600,000 and $2,500,000 to the  Chairman/CEO and the Vice
Chairman/COO,  respectively.  The bonuses  were  reduced  from those earned for
2005,  primarily in  recognition  that 2006 earnings  results  reflected only a
modest  increase  over the prior year and were below the 2006 goal for Carnival
Corporation  & plc.  Financial  and  operating  performance  results  in  other
measurement  areas were mixed,  with return on investment  being unchanged from
2005 and operating yields being below expectations even though cost containment
goals were achieved. Specific objectives relating to strategic initiatives were
successfully achieved during 2006. In reviewing overall performance results for
2006,  the  Compensation  Committees  noted that the goals  established  at the
beginning of the year reflected  strong earnings  growth and operating  results
during the  previous  two fiscal  years and that 2006  financial  results  were
impacted  by  increased  fuel  prices and softer  than  anticipated  demand for
Caribbean cruises.

Mr.  Dickinson's  annual bonus is based on the CCL MIP that includes  other top
management  employees of Carnival Cruise Lines.  The level of bonuses under the
CCL MIP is primarily  determined by the return on invested  capital compared to
certain  predetermined  levels pursuant to the terms of the CCL MIP, as opposed
to net income. The CCL MIP is intended to reward prudent capital investment and
resultant  high  return.  The CCL MIP  generates  a bonus pool and  bonuses for
individual participants reflect their allocated portion of the overall pool.


                                      46


For 2006, Mr. Dickinson's bonus of $1,118,661  reflected his share of the total
bonus pool pursuant to the CCL MIP. Mr.  Dickinson's 2006 bonus was 29.3% lower
as compared to his earned bonus for 2005. This change reflected  reduced return
on invested capital by Carnival Cruise Lines in 2006 as compared to 2005.

The annual bonus for Mr.  Ratcliffe is determined by his  employment  agreement
and is equal to a specified percentage of net income of the brands for which he
was  responsible  during  the  fiscal  year.  Mr.  Ratcliffe's  bonus  for 2006
increased by $65,000 from 2005 reflecting  profit  improvement by the operating
units under his direction.  As with other P&O Cruises  executives,  half of his
earned  bonus is payable in  Carnival  plc shares that are  deferred  for three
years and subject to forfeiture  while deferred.  Pursuant to the terms of this
scheme,  Mr.  Ratcliffe was eligible for additional  matching shares related to
deferred  shares  issued in  connection  with bonuses for fiscal years  through
2002.

During 2006, Mr.  Ratcliffe  received a matching  award of 13,732  Carnival plc
shares upon the  distribution  of the matching award and  accumulated  dividend
under the Carnival  plc Deferred  Bonus and  Co-Investment  Matching  Plan (the
"Deferred  Bonus  Plan") in respect of the bonus  issued to him in 2003.  These
shares were awarded in February 2006  following  attainment of the earnings per
share  growth  requirement  for shares of  Carnival  Corporation  & plc for the
three-year period ended on November 30, 2005. Mr. Ratcliffe is the only NEO who
participates in the Deferred Bonus Plan.

Mr. Foschi's bonus is payable in Euros. For the purpose of translating his 2006
bonus to U.S. dollars,  we have used an exchange rate of  (euro)1:$1.30,  being
the  exchange  rate on the date his  bonus  was  approved  by the  Compensation
Committees.  The  annual  bonus for Mr.  Foschi is  determined  by his  service
agreement  and  includes  a  guaranteed  base  amount  of  (euro)669,000   plus
additional amounts based on the compounded  year-over-year percentage increases
in the consolidated  net income (as defined in the service  agreement) of Costa
from the base year. The service agreement provides that the bonus increase will
be  limited  to 20%  per  year.  Mr.  Foschi's  bonus  for  2006  increased  by
approximately   (euro)156,000  to  (euro)958,899  (or  $1,246,569)   reflecting
positive  earnings  performance by Costa in 2006 and the unpaid  carryover from
the 2005 bonus which exceeded the cumulative 20% limit.

LONG-TERM INCENTIVE PLANS

    A.   GENERAL

The equity-based  incentive plans of Carnival Corporation & plc are intended to
provide  executives with  longer-term  incentives in the form of share options,
restricted share awards and restricted  share unit awards,  which appreciate in
value with continued  favorable  future  performance of Carnival  Corporation &
plc.  The  purpose  of the  plans  is to  create  incentives  by  providing  an
opportunity to senior  employees who are important to the success and growth of
the business of Carnival  Corporation & plc to own either Carnival  Corporation
common stock or Carnival plc ordinary shares.

The  Compensation  Committees'  policy  is to make  grants  of  share  options,
restricted  share awards and restricted  share units that generally will accord
with  the  historical  practice  of each  operating  unit and as  necessary  to
maintain   competitiveness   in  the  local  employment   market.   Given  that
approximately   94%  of  annual  share  option  awards  are  made  to  Carnival
Corporation  &  plc  executives   located  outside  the  UK,  the  Compensation
Committees  have  determined  that,  from a  business  standpoint,  it would be
difficult to fully adopt UK best practice relating to share options.

Accordingly, in line with market practice in the U.S., the terms of the various
equity-based  plans  of  Carnival  Corporation  & plc,  details  of  which  are
described below, do not include the UK Combined Code requirement that corporate
performance  conditions be applied to the vesting of share options,  restricted
share awards and restricted  share unit awards.  The application of performance
conditions is entirely  within the discretion of the  Compensation  Committees.
The only  exception  is that  performance  conditions  continue to apply to the
matching shares under the Deferred Bonus Plan described below.

The UK Combined Code provides that share awards to executive  directors  should
not vest,  and share  options  should  not be  exercisable,  in less than three
years.  The terms of the Carnival  Corporation 2002 Stock Plan and the Carnival
plc 2005 Employee Share Plan give flexibility to the Compensation Committees to
determine the vesting  schedule  applicable to share options  restricted  share
awards and restricted share unit awards.


                                      47


The UK Combined Code also provides that awards under all incentive plans should
be subject to challenging  performance criteria reflecting Carnival Corporation
& plc's  objectives.  In  accordance  with U.S.  practice and  consistent  with
historical  practice in relation to the equity  based plans,  the  Compensation
Committees have  discretion to determine  whether the grant or vesting of share
options,  restricted  share awards and  restricted  share unit awards under the
plans  will  be  subject  to  performance   targets.   In  determining  whether
performance targets shall apply, the Compensation Committees have regard to the
local practice in the country in which the participant is based.

The  Chairman/CEO and the Vice  Chairman/COO of Carnival  Corporation & plc and
the CEO of Carnival  Cruise Lines receive the annual  grants of shares  options
and  restricted  shares  specified  in  their  individual  Executive  Long-Term
Compensation   Agreements.   These  grants  are  subject  to  determination  of
satisfactory   performance   by  the   Compensation   Committees   taking  into
consideration the long-term contributions of these individuals. Mr. Ratcliffe's
employment  agreement sets forth the number of share options issuable to him by
Carnival  Corporation  & plc on an annual  basis.  The  annual  grants of share
options and restricted  share unit awards to Mr. Foschi,  as well as the annual
grants of restricted  share unit awards to Mr.  Ratcliffe,  are approved at the
discretion  of the  Compensation  Committees.  During  2006,  the  Compensation
Committees received written  performance  assessments for the NEOs in approving
their grants. For grants to the Chairman/CEO, the Committee also considered the
results of his annual  performance  appraisal  conducted  by the full boards of
directors.

Recommended   equity-based   awards  for  other  executives  and  participating
employees  at Holland  America  Line,  Princess  Cruises,  Costa,  Cunard Line,
Carnival UK and P&O  Cruises  (Australia)  are  submitted  for  approval of the
Compensation  Committees  in  February of each year.  Recommended  equity-based
awards  for  other   executives   and   participating   employees  at  Carnival
Corporation,  Carnival  Cruise Lines and Seabourn Cruise Line are submitted for
approval of the  Compensation  Committees in October of each year. The dates of
the Compensation  Committees'  meetings for approval of equity-based awards are
generally scheduled at least one year in advance.

The  aggregate  annual  fair  value of  equity-based  awards  made by  Carnival
Corporation & plc (including  awards made to other employees in addition to the
officers and  directors) is below the median of the peer group and is below the
peer group 25th  percentile  when  considered  as a percentage  of total equity
market value,  revenues or operating income. For the NEOs, overall grant values
are estimated to approximate the market median although the market  positioning
of awards to each  officer  varies with some being below and others being above
the median.  This is consistent  with Carnival  Corporation & plc's  philosophy
that  market  references  are just one of many  factors  considered  in  making
individual compensation determinations.

In 2006, senior management at each operating unit was asked for a preference as
to the form of equity-based  awards for their participants (i.e. share options,
restricted  share  awards  or  restricted  share  unit  awards)  based on their
respective   business  and  human   capital   strategies,   as  well  as  other
company-specific considerations.  In addition, the preferences reflect relevant
tax, accounting and regulatory  considerations specific to each operating unit.
Based on these  preferences,  in  February  2006  the  Compensation  Committees
approved  recommended  awards of restricted share units to plan participants at
Princess  Cruises,  Cunard Line,  Carnival UK,  Carnival  Australia and Holland
America  Line and grants of share  options to plan  participants  at Costa.  In
2006, employees of Carnival Corporation, Carnival Cruise Lines, Seabourn Cruise
Line and certain  UK-based  employees  continued to receive their  equity-based
awards in the form of share options.

Beginning with awards made in October 2005, Carnival  Corporation & plc reduced
the term of share options  granted to employees  from ten years to seven years.
This decision in part reflected the anticipated change in accounting  standards
applicable to share options. The Compensation  Committees believe that the term
reduction  resulted in a relatively  lower  expense  relating to share  options
without  a  corresponding  diminishment  in  perceived  value to  option  share
recipients.

In accordance  with the terms of Carnival  Corporation  2002 Stock Plan and the
Carnival  plc 2005  Employee  Share Plan,  the  exercise  price of options over
Carnival  Corporation  common stock granted during 2006 is equal to the average
of the highest and lowest sale prices  reported as having  occurred on New York
Stock  Exchange on the date of the grant and the exercise price of options over
Carnival plc ordinary shares is equal to the closing middle market quotation as
derived from the Daily  Official List of the London Stock  Exchange on the date
of the grant.


                                      48


    B.   DESCRIPTION OF LONG-TERM INCENTIVE PLANS

The  long-term  incentive  plans under which annual awards are made by Carnival
Corporation & plc are as follows:

    1.   Deferred Bonus Plan;
    2.   Carnival Corporation 2002 Stock Plan; and
    3.   Carnival plc 2005 Employee Share Plan.

    1.   DEFERRED BONUS PLAN

Mr.  Ratcliffe,  the only  participating  NEO, and other senior  executives  of
Princess Cruises and P&O Cruises, participate in the Deferred Bonus Plan. Under
the Deferred  Bonus Plan, a percentage  of each  participant's  annual bonus is
mandatorily  delivered  in the  form of  Carnival  plc  share  awards  that are
retained in a trust for a three-year period.  During this period,  participants
in the plan have no right to vote the shares.  The level of mandatory  deferral
for  Mr.  Ratcliffe  in  2006  was  50%  of  his  annual  bonus.  In  addition,
participants may be granted a matching award in respect of Carnival plc shares.
However,  since April 17,  2003,  Mr.  Ratcliffe  has not received any matching
awards and no longer holds any matching awards.

    2.   CARNIVAL CORPORATION 2002 STOCK PLAN (THE "2002 STOCK PLAN")

Under the 2002 Stock Plan, the Carnival Corporation  Compensation Committee may
issue share options,  restricted  shares and restricted share units to selected
employees, directors, consultants and advisors who are important to the success
of Carnival Corporation & plc. Generally,  awards under the 2002 Stock Plan are
made to participants employed by Carnival  Corporation,  Carnival Cruise Lines,
Princess  Cruises,  Holland America Line and Seabourn Cruise Line. The Carnival
Corporation  Compensation Committee has the discretion to determine the persons
to whom  awards  are  granted,  the type of award,  the  number of shares to be
covered by each award and, with respect to options, the exercise price.

    SHARE OPTIONS

    Share  options are generally  granted at an exercise  price at market value
    and vest according to a schedule set by the Compensation Committees with an
    expiration date not more than ten years after the date of the grant.  Share
    options awarded to the NEOs during 2006 vest in equal  installments  over a
    five-year period beginning one year from the date of grant and expire seven
    years after the grant date.

    RESTRICTED SHARES AND RESTRICTED SHARE UNITS

    The grant or the vesting of an award of  restricted  shares and  restricted
    share units may be made  conditional  upon  service to a member of Carnival
    Corporation & plc or any of its affiliates or the attainment of performance
    goals or other factors.  Generally,  restricted shares and restricted share
    units awarded to the NEOs  outstanding at November 30, 2006 vest five years
    from the date of grant.  Holders of restricted share awards have all of the
    rights of a  shareholder  of Carnival  Corporation,  including the right to
    vote, but holders of restricted share units awards do not have such rights.
    The Compensation  Committees have discretion to determine whether dividends
    with  respect  to  restricted  shares  will be paid to the  participant  or
    withheld by Carnival  Corporation  and credited upon release,  and interest
    may be credited on such dividends at a rate determined by the  Compensation
    Committees.  If the restricted  shares are forfeited,  the participant also
    forfeits his or her right to any dividends  attributable.  The Compensation
    Committees have discretion to determine  whether dividend  equivalents with
    respect to restricted  share units (being equal to cash and share dividends
    on the shares  represented by the  restricted  share units) will be paid to
    the participant or withheld by Carnival  Corporation,  whether interest may
    be  credited  on such  dividend  equivalents  at a rate  determined  by the
    Compensation  Committees,  as well as whether  the award will be settled in
    cash or by  shares.  If the  restricted  share  units  are  forfeited,  the
    participant  also  forfeits  his or her right to any  dividend  equivalents
    attributable.

    For  compensation  policy  purposes,  because  restricted  share awards and
    restricted share units may only be forfeited in limited circumstances, they
    are regarded as remuneration for the year of award.


                                      49


    3.   CARNIVAL PLC 2005 EMPLOYEE SHARE PLAN (THE "PLC SHARE PLAN")

The PLC Share  Plan is  designed  for  maximum  flexibility  as to the types of
options and other share awards that may be granted to employees and executives.
The PLC Share Plan allows the  Compensation  Committees to tailor  equity-based
compensation  policies for the various  operating  companies under Carnival plc
that  are  competitive  in  their  respective  employment  markets,  as well as
strengthen  Carnival plc's ability to recruit and retain talented employees and
more closely align their interests with those of shareholders. The Compensation
Committees  are  aware  that the  terms of the PLC  Share  Plan are not  wholly
consistent   with  UK   practices,   but  consider  it  highly   relevant  that
approximately  94%  of  the  annual  awards  made  to  executives  of  Carnival
Corporation & plc under the share based plans of Carnival Corporation & plc are
made to executives located outside of the UK.

Employees of Costa,  P&O  Cruises,  P&O Cruises  (Australia),  AIDA Cruises and
other Carnival UK employees participate in the PLC Share Plan at the discretion
of the  Compensation  Committees,  however  awards  are  granted  primarily  to
management (including the NEOs).

The Compensation Committees may award share options, restricted share awards or
restricted  share  unit  awards  separately,  or in any  combination  that  the
Compensation  Committees  decides.  The value of an award to be  granted to any
individual will be determined  taking into account an individual's  present and
potential  contribution  to the success of Carnival  Corporation  & plc and the
market  practice for companies with global  operations in the country where the
participants  are based.  While the PLC Share Plan does not place an individual
limit  on  the  value  of  equity-based  awards  that  may  be  granted  to the
participants  in any  year,  the  Compensation  Committees  are  guided  by the
compensation policy described above.

    SHARE OPTIONS

    The terms and conditions  under which options are granted  generally mirror
    those of the Carnival  Corporation 2002 Stock Plan described above with the
    exception that options may also be awarded over American  Depositary Shares
    ("ADSs"),  each  representing  one ordinary  share of Carnival  plc,  where
    appropriate for U.S.-based executives.

    RESTRICTED SHARES AND RESTRICTED SHARE UNITS

    The terms and conditions under which restricted shares and restricted share
    units are awarded, mirror those of the 2002 Stock Plan described above.

    C.   EQUITY-BASED AWARDS FOR FISCAL 2006

In  July  2006,  after   consultation   with  the  Chairman/CEO  and  the  Vice
Chairman/COO  as to the  satisfactory  performance  of Mr.  Dickinson in fiscal
2006, the Compensation  Committees  approved grants of 80,000 share options and
40,000  restricted  shares under the 2002 Stock Plan to Mr. Dickinson on August
1, 2006 pursuant to his Executive Long-Term Compensation Agreement.

In October 2006, the Compensation Committees approved grants of 120,000 share
options to Mr. Arison and 100,000 share options to Mr. Frank under the 2002
Stock Plan pursuant to their respective Executive Long-Term Compensation
Agreements. The Compensation Committees consulted with the Chairman/CEO with
respect to the grant to Mr. Frank.

In  January  2007,  the  Compensation  Committees  approved  grants  of  60,000
restricted  shares to Mr. Arison and grants of 50,000  restricted shares to Mr.
Frank  under  the  2002  Stock  Plan  pursuant  to their  respective  Executive
Long-Term  Compensation  Agreements in recognition of their performance  during
2006.

Mr.  Ratcliffe's  employment  agreement  provides for an annual grant of 50,000
share options to him,  contingent upon  satisfactory  performance.  In February
2007,  the  Compensation  Committees  will  consider  the  performance  of  the
operating units directed by Mr.  Ratcliffe in fiscal 2006 and it is anticipated
that they will approve the annual grant of share options to Mr. Ratcliffe.

In February 2007, the Compensation  Committees will consider the performance of
the operating units directed by Mr. Foschi and it is anticipated that they will
consider making equity-based awards to Mr. Foschi.


                                      50


PERQUISITES

Members of senior management of Carnival Corporation & plc, including the NEOs,
are  provided  various  perquisites  believed  to be  representative  of common
practices for executives in their  respective  countries.  Some perquisites and
fringe  benefits  are  provided  pursuant  to  terms in  individual  employment
agreements.  The Compensation  Committees have reviewed perquisite expenditures
by the NEOs and believe the perquisites  continue to be an important element of
the overall compensation package used to retain such officers.

In February 2006, the  Compensation  Committees  approved a policy to establish
procedures and controls as to the authorized use of aircraft owned or chartered
by Carnival  Corporation & plc (the "Aircraft").  According to the policy,  the
Aircraft can only be used for business  purposes,  except that our Chairman/CEO
and  Vice  Chairman/COO  (with  the  authorization  of  the  Chairman/CEO)  are
authorized to use the Aircraft for personal travel. Spouses may accompany these
executives  when  traveling.  Because  there  is no  incremental  cost for this
benefit,  no  amount  is  allocated  for  a  spouse's  travel  in  the  Summary
Compensation Table.  Personal use of the Aircraft is required to be reported in
our proxy statement and will be taxable, as appropriate.

POST-EMPLOYMENT COMPENSATION OBLIGATIONS
EMPLOYMENT AGREEMENTS OR SERVICE CONTRACTS

It is the policy of the Compensation  Committees for executive officers to have
notice periods, if any, of not more than 12 months in duration.  Following U.S.
accepted   practice  on  remuneration  as  stated  above,  the  policy  of  the
Compensation  Committees has been not to enter into service contracts with U.S.
executives,  but  to  enter  into  individual  compensation  arrangements.  The
Compensation  Committees  will  continue  to  have  regard  to  the  individual
circumstances  of each case taking  account of best  practice in the UK and the
U.S. and the expected cost to Carnival  Corporation & plc of any termination of
an  executive's  employment  arrangements.  Details of  individual  termination
arrangements for the NEOs are set out below:



-----------------------------------------------------------------------------------------------------------------------------------
                                                    UNEXPIRED TERM
                          EFFECTIVE DATE OF        OF CONTRACT FROM
                          SERVICE CONTRACT         NOVEMBER 30, 2006          NOTICE PERIOD      COMPENSATION FOR LOSS OF OFFICE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     
Micky Arison                   None(1)                    None                     None                        None
Howard S. Frank                None(1)                    None                     None                        None
Robert H. Dickinson            None(1)                    None                     None                        None
Pier Luigi Foschi           Dec. 1, 2004                12 months                12 months        1x annual base salary and bonus
Peter G. Ratcliffe        April 17, 2003(2)       Term continues until           12 months        1x annual base salary and bonus
                                                 termination of contract
-----------------------------------------------------------------------------------------------------------------------------------

-------------
(1)  Messrs. Arison, Frank and Dickinson only have Executive Long-Term
     Compensation Agreements. Nothing in those agreements confers a right to be
     employed by Carnival Corporation and no notice period to terminate the
     agreements applies.
(2)  Amended on July 19, 2004.

In accordance with U.S. practice,  Mr. Arison, Mr. Frank and Mr. Dickinson have
no employment or service  contract and no entitlement  to severance  except for
retention of unvested options and restricted share awards.  Only Mr. Foschi and
Mr.  Ratcliffe have employment  agreements or service  contracts.  In line with
U.S.  practice,  the annual bonus forms part of the severance for Mr. Ratcliffe
and Mr. Foschi.

Vesting of share options,  restricted  share awards and  restricted  share unit
awards on  termination  of a NEOs  contract is  dependent  upon the reasons the
contract is terminated. Under the PLC Share Plan and 2002 Stock Plan, all share
options and share  awards,  not vested at the time of  termination,  will lapse
with the exception of retirement.  In the case of retirement,  depending on the
director's  years of service and age,  the options  will vest  according to the
vesting  schedule.  In the case of the  Deferred  Bonus Plan,  share awards are
generally  subject to the provisions of the plan until the end of the retention
period.  However,  upon resignation,  all share awards will lapse. Share awards


                                      51


granted  within 12 months  immediately  prior to  termination  are  exercisable
within three months from  termination.  The  aforementioned  applies unless the
Compensation Committees determine otherwise.

If Mr. Ratcliffe's  employment  agreement is terminated by Carnival plc without
"cause" or is terminated by Mr. Ratcliffe with "good reason" (as such terms are
defined in the employment agreement), Mr. Ratcliffe is entitled to compensation
of base salary,  a bonus equal to the bonus paid the year prior to  termination
and certain other benefits unless Mr.  Ratcliffe  becomes  eligible for similar
benefits from another  employer  prior to expiration of 12 months from the date
of  termination.  If Mr.  Ratcliffe's  employment is terminated for cause,  Mr.
Ratcliffe  terminates  the  employment  agreement  without  good  reason or Mr.
Ratcliffe  materially  breaches the  non-disclosure  or  intellectual  property
provisions of the employment agreement,  no additional  compensation is due. In
the event of  termination  for  reasons  other  than for cause,  Mr.  Ratcliffe
retains his share awards and  matching  awards for the full  retention  period,
subject to certain exceptions.

If Mr.  Foschi's  agreement is  terminated  by Costa for reasons other than Mr.
Foschi's breach of his obligations under the agreement or because Mr. Foschi is
revoked as a director of Costa for cause,  or if Mr. Foschi  resigns with cause
under Italian law or as a result of a change of control of Costa, Mr. Foschi is
entitled to a termination  payment equal to his annual base salary,  the annual
non-competition  compensation  specified in his  agreement and a bonus equal to
the bonus paid the year prior to termination (unless in the case of a change of
control an  alternative  contractual  arrangement  is entered into with the new
controlling group).

PENSIONS

Carnival  Corporation  & plc operates  various  group  pension  schemes for its
executives in which the NEOs also  participate.  Under the Carnival plc pension
schemes,  retirement  benefits  are based  solely on base  salary  and no other
emoluments are  pensionable  in line with UK best practice.  Under the Carnival
Corporation schemes, cash bonuses form part of pensionable earnings in addition
to base salary.

Mr. Arison, Mr. Dickinson and Mr. Frank participate in the Carnival Corporation
Nonqualified  Retirement  Plan for Highly  Compensated  Employees  as disclosed
under the  section  entitled  "Defined  Benefit  and Other  Plans" in the proxy
statement.  Messrs.  Dickinson  and  Frank  also  participate  in the  Carnival
Corporation Supplemental Executive Retirement Plan as also described under that
section.  Each of the Carnival  Corporation  Nonqualified  Retirement  Plan for
Highly  Compensated   Employees  and  the  Carnival  Corporation   Supplemental
Executive Retirement Plan provides a reduced early retirement benefit at age 55
after  completion  of 15  years  of  service.  Carnival  Corporation  has  also
established the Carnival  Corporation Fun Ship Nonqualified Savings Plan, which
is a nonqualified  defined  contribution  plan. Mr. Dickinson and Mr. Frank pay
certain  deferred  bonus  amounts  into  the  Carnival   Corporation  Fun  Ship
Nonqualified  Savings Plan. No company  contributions  are made on their behalf
into this plan.

Mr. Ratcliffe is entitled to receive retirement  benefits from the P&O Princess
Cruises Pension Scheme, a UK Inland Revenue  registered defined benefit scheme,
future  accrual  of which  ceased  effective  April 5, 2006.  He also  receives
retirement   benefits  under  the  Princess  Cruises  Chief  Executive  Officer
Supplemental  Executive  Retirement Plan, a U.S. unfunded plan, under which Mr.
Ratcliffe  receives the same  retirement  benefits he would have received under
the P&O Princess  Cruises Pension Scheme had his benefits  continued to accrue.
Any  payments  under this plan are reduced by payments  received  under the P&O
Princess Cruises Pension Scheme.  These benefits include a pre-retirement death
benefit.  Upon  reaching  the age of 60, Mr.  Ratcliffe  is eligible to receive
unreduced  benefits  commencing at retirement.  The benefit will be actuarially
reduced if retirement occurs prior to age 60. Mr. Ratcliffe is also a member of
the  Princess  Cruises  Retirement  Savings  Plan  in  the  U.S.,  which  is  a
defined-contribution 401(k) plan.

During 2006, new  legislation  relating to UK pension  schemes  resulted in the
Compensation   Committees   approving   changes  to  the   retirement   benefit
arrangements for Mr. Ratcliffe.  The recommended  changes were developed by the
management of Carnival  Corporation & plc and Princess  Cruises in consultation
with their  pension and tax advisors and resulted in no material  change to the
retirement benefit provisions for Mr. Ratcliffe.

Mr. Foschi has no company pension arrangements with Carnival Corporation & plc.


                                      52


IMPACT OF REGULATORY REQUIREMENTS ON COMPENSATION

In making  determinations  regarding executive  compensation,  the Compensation
Committees  consider  relevant  issues  relating to accounting  treatment,  tax
treatment (both company and individual) and regulatory requirements. The global
nature of  Carnival  Corporation  & plc's  operations  necessarily  means  that
monitoring  these technical  issues and considering  their potential  impact on
appropriate  design  and  operation  of  executive   remuneration  programs  is
increasingly  a complex  exercise.  Technical  issues are evaluated  along with
Carnival   Corporation  &  plc's   philosophy   and  objectives  for  executive
compensation and its corporate governance principles.

CONCLUSION

The Compensation  Committees believe that the compensation  levels for 2006 for
the NEOs are reasonable  and  appropriate  given  Carnival  Corporation & plc's
philosophy and objectives.  The compensation  opportunities  and program design
have resulted in  successful  attraction  and retention of executives  who have
delivered  outstanding  financial  performance  results and shareholder returns
over a sustained period.  The variable  compensation  elements also incorporate
into  the  overall  remuneration  program  performance  results  over  both the
short-term and long-term.

   THE COMPENSATION COMMITTEE              THE COMPENSATION COMMITTEE
    OF CARNIVAL CORPORATION                     OF CARNIVAL PLC
------------------------------------------------------------------------------
Arnold W. Donald, Chairman               Arnold W. Donald, Chairman
Richard J. Glasier                       Richard J. Glasier
Baroness Hogg                            Baroness Hogg



                                      53


                            STOCK PERFORMANCE GRAPHS

CARNIVAL CORPORATION

The  following  graph  compares  the Price  Performance  of $100 if invested in
Carnival  Corporation  common  stock  with  the  Price  Performance  of $100 if
invested  in each of the S&P 500 Index,  the Dow Jones U.S.  Travel and Leisure
Index (the "Dow Jones Index") and the FTSE 100 Index. The Price Performance, as
used in the  Performance  Graph,  is calculated by assuming $100 is invested at
the  beginning  of the period in Carnival  Corporation  common stock at a price
equal to the market  value.  At the end of each  fiscal year the total value of
the  investment  is  computed  by taking the number of shares  owned,  assuming
Carnival Corporation dividends are reinvested on an annual basis, multiplied by
the market price of the shares at the end of each fiscal year.



                             [LINE CHART OMITTED]



                                      2001   2002   2003   2004   2005   2006
                                      ----   ----   ----   ----   ----   ----
Carnival Corporation Common Stock     $100   $109   $139   $212   $222   $204
Dow Jones Index                       $100   $ 90   $122   $145   $156   $176
S&P 500 Index                         $100   $ 83   $ 96   $108   $118   $134
FTSE 100 Index                        $100   $ 80   $ 83   $ 90   $104   $116




                                      54


CARNIVAL PLC

The following graph compares the Price Performance of $100 invested in Carnival
plc ADSs, each  representing one ordinary share of Carnival plc (prior to April
17, 2003 each ADS  represented  four ordinary shares of Carnival plc), with the
Price  Performance of $100 invested in each of the S&P 500 Index, the Dow Jones
Index and the FTSE 100 Index. The Price Performance, as used in the Performance
Graph,  is  calculated  by assuming  $100 was invested at the  beginning of the
period in Carnival plc ADSs.  The total value of the  investment  at the end of
each  subsequent  fiscal  year is  computed by taking the number of ADSs owned,
assuming  Carnival plc dividends are reinvested on an annual basis,  multiplied
by the market price of ADSs at the end of each fiscal year.


                             [LINE CHART OMITTED]




                                 2001    2002    2003    2004    2005    2006
                                 ----    ----    ----    ----    ----    ----
Carnival plc ADSs                $100    $139    $193    $312    $316    $284
Dow Jones Index                  $100    $ 90    $122    $145    $156    $176
S&P 500 Index                    $100    $ 83    $ 96    $108    $118    $134
FTSE 100 Index                   $100    $ 80    $ 83    $ 90    $104    $116




                                      55


            INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

AUDIT AND NON-AUDIT FEES

PricewaterhouseCoopers LLP were the auditors of Carnival Corporation & plc
during 2006 and 2005. Aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for the years ended November 30, 2006 and 2005 are
set forth below:

                              CARNIVAL                       CARNIVAL
                         CORPORATION & PLC 2006       CORPORATION & PLC 2005
                            (IN MILLIONS)                  (IN MILLIONS)
                         ----------------------       ----------------------
Audit Fees                      $4.9                          $3.7
Audit-Related Fees               0.0(1)                        0.0(1)
Tax Fees                         0.0                           0.2
All Other Fees                   0.0(1)                        0.1
Total                           $4.9                          $4.0

-----------
(1) Less than $50,000.

AUDIT FEES for 2006 and 2005 were for  professional  services  rendered for the
audits of the  Carnival  Corporation  & plc joint  Annual  Report on Form 10-K,
including our consolidated financial statements, quarterly reviews of our joint
Quarterly  Reports on Form 10-Q,  the audits of the  Carnival  plc IFRS  annual
consolidated   financial   statements,   consents,   opinions  on  management's
assessment of our effectiveness of internal control over financial reporting in
connection  with our compliance with Section 404 of the  Sarbanes-Oxley  Act of
2002,  comfort letters,  registration  statements,  statutory audits of various
international subsidiaries and other agreed upon procedures.

AUDIT-RELATED  FEES for 2006 and 2005 were  mostly for  employee  benefit  plan
audits.

TAX FEES for 2005 were for services related to tax compliance and tax planning.

ALL OTHER  FEES for 2006 were  primarily  for  Immigration  and  Naturalization
Service  certifications and license fees for internal audit software.  Fees for
2005 were primarily for actuarial services and employee benefit plan consulting
and Immigration and Naturalization Service certifications.

All of the services described above were approved by the Audit Committees,  and
in doing so, the Audit Committees did not rely on the DE MINIMIS  exception set
forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.

POLICY  ON AUDIT  COMMITTEE  PRE-APPROVAL  OF AUDIT AND  PERMISSIBLE  NON-AUDIT
SERVICES OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

In December  2003,  the Audit  Committees  adopted Key Policies and  Procedures
which  address,  among other  matters,  pre-approval  of audit and  permissible
non-audit  services  provided by the independent  registered  certified  public
accounting  firm. The Key Policies and Procedures  require that all services to
be provided by the independent registered certified public accounting firm must
be approved by the Audit  Committees prior to the performance of such services.
The Audit  Committees  consider  whether the services  requested are consistent
with the  rules of the U.S.  Securities  and  Exchange  Commission  on  auditor
independence.



                                      56



                         REPORT OF THE AUDIT COMMITTEES

Carnival  Corporation  and Carnival plc are two separate  legal  entities  and,
therefore,  each has a separate  board of directors,  each of which in turn has
its own Audit Committee. In accordance with their charter, each Audit Committee
assists the relevant board of directors in carrying out its oversight of:

o    the integrity of the relevant financial statements;

o    the company's compliance with legal and regulatory requirements;

o    the auditors' qualifications and independence; and

o    the performance of the company's  internal audit functions and independent
     auditors.

Both  Audit  Committees  are  subject  to  the  audit  committee   independence
requirements under the corporate  governance standards of the NYSE and relevant
U.S.  Securities  and Exchange  Commission  rules,  and the Audit  Committee of
Carnival plc is also subject to the  requirements  of the UK Combined Code. The
two Audit Committees have identical members and each currently consists of four
independent  (as  defined by the listing  standards  of the NYSE  currently  in
effect  and the UK  Combined  Code),  non-employee  directors.  Each  board  of
directors has determined that Richard J. Glasier is both  "independent"  and an
"audit committee  financial expert," as defined by SEC rules. In addition,  the
board of Carnival  plc has  determined  that Richard J. Glasier has "recent and
relevant financial experience" for purposes of the UK Combined Code.

Management  has  primary   responsibility  for  Carnival  Corporation  &  plc's
financial reporting process,  including its system of internal control, and for
the preparation of consolidated  financial  statements.  Carnival Corporation &
plc's independent  auditors are responsible for performing an independent audit
of those  financial  statements  and expressing an opinion on the conformity of
those financial statements with U.S. generally accepted accounting  principles.
The  Audit  Committees  are  responsible  for  monitoring  and  overseeing  the
financial  reporting  process and the  preparation  of  consolidated  financial
statements and for supervising the relationship  between Carnival Corporation &
plc and its independent  auditors,  as well as reviewing the group's systems of
internal  controls and compliance  with the group Code of Business  Conduct and
Ethics.  The Audit  Committees have met and held discussions with management of
Carnival  Corporation  & plc and the  independent  auditors.  In this  context,
management  represented  to the Audit  Committees  that Carnival  Corporation &
plc's consolidated  financial  statements were prepared in accordance with U.S.
generally accepted accounting principles.

The Audit  Committees (i) reviewed and discussed  Carnival  Corporation & plc's
audited consolidated  financial statements for the year ended November 30, 2006
with Carnival  Corporation & plc's  management and with Carnival  Corporation &
plc's independent  auditors;  (ii) discussed with Carnival  Corporation & plc's
independent  auditors  the matters  required to be  discussed  by  Statement on
Auditing  Standards No. 61; and (iii) received the written  disclosures and the
letter from Carnival  Corporation & plc's independent  accountants  required by
Independence  Standards Board Statement No. 1  (Independence  Discussions  with
Audit  Committees) and discussed with Carnival  Corporation & plc's independent
auditors the  independent  auditors'  independence.  The Audit  Committees also
considered  whether the  provision  to the relevant  entity by the  independent
auditors of non-audit services was compatible with maintaining the independence
of the independent  auditors.  Based on the reviews and  discussions  described
above,  the Audit  Committees  recommended  to the boards of directors that the
audited  consolidated  financial  statements  of Carnival  Corporation & plc be
included in Carnival  Corporation  & plc's  Annual  Report on Form 10-K for the
year ended  November 30, 2006 for filing with the U.S.  Securities and Exchange
Commission.

      ----------------------------            ----------------------------
           THE AUDIT COMMITTEE                    THE AUDIT COMMITTEE
         OF CARNIVAL CORPORATION                    OF CARNIVAL PLC
      ----------------------------            ----------------------------
      Richard J. Glasier, Chairman            Richard J. Glasier, Chairman
      Richard G. Capen, Jr.                   Richard G. Capen, Jr.
      Modesto A. Maidique                     Modesto A. Maidique
      Stuart Subotnick                        Stuart Subotnick
      Laura Weil                              Laura Weil


                                      57


                    TRANSACTIONS OF MANAGEMENT AND DIRECTORS

TRANSACTIONS WITH MICKY ARISON.  Micky Arison, our Chairman and Chief Executive
Officer is also the Chairman,  President and the indirect sole  shareholder  of
FBA II,  Inc.,  the sole  general  partner  of Miami Heat  Limited  Partnership
("MHLP"),  the owner of the Miami Heat, a professional  basketball  team. He is
also the indirect sole  shareholder  of Basketball  Properties,  Inc., the sole
general  partner of  Basketball  Properties,  Ltd.  ("BPL"),  the  manager  and
operator of  AmericanAirlines  Arena.  Pursuant to a five-year  advertising and
promotion  agreement between Carnival Cruise Lines, MHLP and BPL effective July
2004,  Carnival  Cruise  Lines paid an aggregate of $248,700 in fiscal 2006 for
the  advertising and promotion of Carnival Cruise Lines during Miami Heat games
and other events held at the AmericanAirlines Arena, located in Miami, Florida.

In addition,  in October 2004  Carnival  Corporation  entered into a seven-year
agreement with BPL for the use of six courtside  lounge seats at the Miami Heat
games  played at the  AmericanAirlines  Arena and  other  public  events at the
arena.  Under the agreement,  Carnival  Corporation  agreed to pay $180,000 per
year for the first five years,  plus  taxes,  subject to a 5% increase in years
six and seven.

TRANSACTIONS  WITH THE TED ARISON  FAMILY  FOUNDATION  USA,  INC.  Shari Arison
(Micky Arison's  sister) is the Chairman of the Board of Trustees and President
of the Ted Arison Family Foundation USA, Inc. (the "Foundation"),  a charitable
foundation established by Carnival Corporation's founder, Ted Arison.  Carnival
Corporation  leases  approximately  100  square  feet of  office  space  to the
Foundation  and employs one of its  employees.  During  fiscal  2006,  Carnival
Corporation received  approximately $132,000 from the Foundation for both lease
payments  and for all costs  incurred by Carnival  Corporation  related to this
employee.  It  is  expected  that  Carnival  Corporation  will  continue  these
arrangements with the Foundation in the future.

REGISTRATION  RIGHTS.  Pursuant to a letter agreement (the "Trust  Registration
Rights Agreement") dated July 11, 1989, Carnival Corporation granted to the Ted
Arison  Irrevocable Trust (the  "Irrevocable  Trust") and the Arison Children's
Irrevocable  Trust (the  "Children's  Trust," and together with the Irrevocable
Trust, the "Trusts") certain registration rights with respect to certain shares
of Carnival  Corporation  common stock held for  investment  by the Trusts (the
"Shares"). The beneficiaries of the Trusts included the children of Ted Arison,
including Micky Arison, our Chairman of the boards and Chief Executive Officer,
and Shari  Arison,  a major  shareholder.  Effective  December  26,  1991,  the
Children's Trust was divided into three separate  continued  trusts,  including
continued trusts for Micky Arison, Shari Arison and Michael Arison.

Under the Trust Registration Rights Agreement, Carnival Corporation has granted
the Trusts demand and piggyback  registration  rights.  Carnival Corporation is
not required to effect any demand  registration  unless all of the Shares owned
by either of the Trusts are included in the demand.  Carnival  Corporation  has
agreed  to  bear  all   expenses   relating  to  such   demand  and   piggyback
registrations,  except for fees and  disbursements  of counsel  for the Trusts,
selling costs, underwriting discounts and applicable filing fees.

Under a  registration  rights  agreement  dated June 14, 1991, as amended by an
amendment  dated July 31, 1991 and a  succession  agreement  dated May 28, 2002
(together,  the "Arison  Registration Rights Agreement"),  Carnival Corporation
granted  certain  registration  rights to Ted  Arison  with  respect to certain
shares of common  stock  beneficially  owned by him (the  "Arison  Shares")  in
consideration for $10,000.  The registration  rights were held by the Estate of
Ted Arison. The Estate of Ted Arison subsequently transferred the Arison Shares
to the Nickel 1997  Irrevocable  Trust (formerly known as The 1997  Irrevocable
Trust of Micky Arison),  the Artsfare 1992 Irrevocable Trust (formerly known as
the Ted Arison  1992  Irrevocable  Trust for Lin No. 2) and the  Eternity  Four
Trust (formerly known as the Ted Arison 1994 Irrevocable Trust for Shari No. 1)
(collectively,  the "Family Trusts").  The Arison Registration Rights Agreement
provides the Family  Trusts and certain  transferees  with demand and piggyback
registration  rights.  Carnival  Corporation  has  agreed to bear all  expenses
relating  to such  demand  and  piggyback  registrations,  except  for fees and
disbursements  of counsel for the Family Trusts,  selling  costs,  underwriting
discounts and applicable filing fees.

At the request of the Family Trusts and certain of their transferees,  we filed
a shelf registration  statement in March 2006. These shareholders requested the
registration  statement for  financial,  estate and tax planning  purposes.  In
accordance with the Arison Registration  Rights Agreement,  we were required to
bear certain expenses  totaling  approximately  $110,000 in connection with the
filing of the registration statement.


                                      58


AGREEMENTS WITH KIRK LANTERMAN.  In 1999 and years prior thereto, Mr. Lanterman
deferred  receipt of a portion  of his  annual  bonus.  In  exchange,  Carnival
Corporation  and  Mr.  Lanterman  entered  into  a  Retirement  and  Consulting
Agreement,  which provides that Carnival  Corporation will pay him the deferred
bonus amounts plus interest in monthly installments over the 15 years following
his retirement.  During fiscal 2006,  Carnival  Corporation  paid Mr. Lanterman
approximately  $2  million  under the terms of his  Retirement  and  Consulting
Agreement.

In November  2004,  HAL entered  into  Consulting  Agreement  (the  "Consulting
Agreement") with Mr. Lanterman.  The Consulting Agreement expired in accordance
with  its  terms on  November  30,  2006.  During  the  term of the  Consulting
Agreement, Mr. Lanterman provided such consulting services and other assistance
as required by HAL's President on strategic,  financial and historical analyses
and other various services as specified by HAL's President,  up to a maximum of
1,000 hours annually.  The Consulting  Agreement contains  confidentiality  and
indemnification  provisions.  HAL has indemnified Mr. Lanterman from any losses
arising from his provision of the consulting services subject to the Consulting
Agreement,  subject to customary exceptions.  During fiscal 2006, Mr. Lanterman
received  compensation  of  approximately  $788,000  under  the  terms  of  the
Consulting  Agreement.  He did not  participate  in any incentive  compensation
plans  offered by HAL or any affiliate of HAL, but was eligible for medical and
dental insurance and certain other benefits.

BROTHER OF ROBERT H. DICKINSON. Carnival Cruise Lines entered into an agreement
with Waste  Management  National  Services,  Inc.  ("WMNS") for the analytical,
management,  collection,  transportation,  disposal and recycling  services for
certain  wastes  generated  or  accumulated  by its vessels in U.S. and foreign
ports.  We have been  advised  that John  Dickinson,  the  brother of Robert H.
Dickinson (President and Chief Executive Officer of Carnival Cruise Lines and a
member  of our  boards  of  directors),  served  as a  consultant  to  WMNS  in
connection  with the  negotiation  of this agreement and receives fees based on
Carnival  Cruise Lines' usage of WMNS under the agreement.  During fiscal 2006,
Carnival  Cruise  Lines  paid  approximately  $3.3  million  to WMNS for  their
services.  John  Dickinson  advised us that he received  approximately  $37,000
during fiscal 2006 from WMNS.

SON OF PIER LUIGI FOSCHI.  The son of Pier Luigi  Foschi,  one of our executive
officers and a director,  is a minority partner in Studio  Biscozzi-Nobili,  an
Italian tax consulting firm, which is retained from time to time to provide tax
advice to Costa, one of Carnival plc's subsidiaries.  During fiscal 2006, Costa
paid  approximately  $120,000  to Studio  Biscozzi-Nobili  for  providing  such
services to Costa.

TRANSACTIONS WITH AFFILIATED ENTITIES. Carnival Corporation & plc has adopted a
policy  of  dealing  with  affiliated  entities  on an  arm's-length  basis and
Carnival  Corporation  & plc may not engage in business  transactions  with any
affiliate on terms and conditions less favorable to Carnival  Corporation & plc
than terms and  conditions  available at the time for  comparable  transactions
with  unaffiliated  persons.  All contracts between us and an entity in which a
director or senior employee of Carnival  Corporation & plc has an interest must
be approved by disinterested members of the boards of directors.


                                      59