As filed with the Securities and Exchange Commission on March 14, 2003
                                                    Registration No. 333-102442
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               -----------------
                              Amendment No. 2 to
                                 Form S-4/F-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               -----------------
                             CARNIVAL CORPORATION
                           P&O PRINCESS CRUISES PLC
            (Exact name of Registrant as specified in its charter)

                                                                   
             Republic of Panama                         4600                     59-156976
              England and Wales                         4600                       None
                                                  (Primary Standard          (I.R.S. Employer
(State or other jurisdiction of incorporation        Industrial             Identification No.)
              or organization)                   Classification Code
                                                       Number)

                               -----------------

                                     
               Carnival Corporation     P&O Princess Cruises plc
              3655 N.W. 87/th/ Avenue     77 New Oxford Street
             Miami, Florida 33178-2428  London, England WC1A 1PP
                  (305) 599-2600            +44 20 7805 1200

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                     
                Arnaldo Perez, Esq.       Mona Ehrenreich, Esq.
                  General Counsel          c/o Princess Cruise
               Carnival Corporation            Lines, Ltd.
               3655 N.W. 87th Avenue     24305 Town Center Drive
             Miami, Florida 33178-2428  Santa Clarita, California
                  (305) 599-2600                  91355
                                             (661) 753-0000

(Name, address, including zip code, and telephone number, including area code,
                         of agent for service)
                               -----------------

                                     
               Mark S. Bergman, Esq.    Duncan C. McCurrach, Esq.
               Paul, Weiss, Rifkind,     Sullivan & Cromwell LLP
              Wharton & Garrison LLP        125 Broad Street
              Alder Castle, 10 Noble       New York, NY 10004
                      Street                 (212) 558-4000
                  London EC2V 7JU
                 +44 20 7367 1600

                               -----------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
                               -----------------
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
                               -----------------
                        CALCULATION OF REGISTRATION FEE



----------------------------------------------------------------------------------------------------------------------------
                                                                                        Proposed maximum  Proposed maximum
                          Title of each class                             Amount to be   offering e per  aggregate offering
                     of securities to be registered                        registered      share (3)           price
----------------------------------------------------------------------------------------------------------------------------
                                                                                                
----------------------------------------------------------------------------------------------------------------------------
Carnival Corporation, common stock, par value $0.01                      586,773,138(1)      $0.76          $445,947,585
                                                                           199,591(2)        $0.76            $151,690
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
P&O Princess Cruises plc, special voting share                                1(5)            N/A               N/A
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Trust shares of beneficial interest in P&O Princess Special Voting Trust 586,972,729(7)       N/A               N/A
----------------------------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------

                          Title of each class                               Amount of
                     of securities to be registered                      registration fee
-----------------------------------------------------------------------------------------
                                                                      
-----------------------------------------------------------------------------------------
Carnival Corporation, common stock, par value $0.01                         $41,028.00(4)
                                                                              $13.00(6)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
P&O Princess Cruises plc, special voting share                                   N/A
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Trust shares of beneficial interest in P&O Princess Special Voting Trust         N/A
-----------------------------------------------------------------------------------------

(1)Represents the number of shares of Carnival Corporation common stock, par
   value $0.01 per share, outstanding as of January 9, 2003.
(2)Represents the difference between the shares of Carnival common stock, par
   value $0.01 per share, outstanding as of March 11, 2003 and such shares
   outstanding as of January 9, 2003.
(3)Based on the additional value deemed accruing to the holders Carnival common
   stock by reason of the implementation of the dual listed company structure.
   This is calculated using the "look through" value per share of P&O Princess,
   based on the closing price of $26.00 per share of Carnival common stock on
   October 23, 2002, the last business day before announcement of the dual
   listed company transaction, of $7.81 per P&O Princess share (calculated
   using the exchange ratio of 0.3004 Carnival shares per P&O Princess share),
   yielding a premium of $0.76 to the closing middle-market price of $7.05 (the
   dollar equivalent of 455 pence per share using the exchange rate of
   (Pounds)1.00=$1.5499 in effect on such day) per P&O Princess share on
   October 23, 2002.
(4)Computed in accordance with Rule 457(f) under the Securities Act to be
   $41,028, which is equal to the product of the maximum aggregate offering
   price and 0.000092. This fee was previously paid.
(5)Represents one special voting share of P&O Princess Cruises plc to be issued
   to a special voting trust, beneficial interests in which in the form of
   trust shares are to be distributed by way of a dividend to shareholders of
   Carnival and paired with shares of Carnival common stock.
(6)Equal to the product of the proposed maximum aggregate offering price and
   0.0000809.
(7)Represents the trust shares to be distributed by way of dividend to
   shareholders of Carnival and paired with shares of Carnival common stock.

The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.
================================================================================



                               EXPLANATORY NOTE

This registration statement comprises (i) Carnival's proxy statement with
respect to the special meeting of Carnival shareholders to be held to approve
the dual listed company structure with P&O Princess Cruises plc, (ii)
Carnival's registration statement with respect to shares of Carnival common
stock required to be registered as a result of the implementation of the dual
listed company structure, (iii) P&O Princess Cruises plc's registration
statement with respect to its special voting share that will be created as part
of the dual listed company structure and (iv) both registrants' registration
statement with respect to the trust shares of beneficial interest in the P&O
Princess Special Voting Trust.



The information in this proxy statement/prospectus is not complete and may be
changed. Nether registrant may sell the shares registered under the
registration statement of which this proxy statement/prospectus is a part until
the registration statement filed with the SEC is declared effective. This
document is not an offer to sell securities, and it is not soliciting an offer
to buy securities, in any jurisdiction where the offer or sale is not permitted.


                  Subject to completion, dated March 14, 2003

[LOGO] CARNIVAL
CORPORATION

                                 MICKY ARISON
                             Chairman of the Board
                            Chief Executive Officer

                                                                 March 17, 2003

Dear Shareholder:

As you may be aware, Carnival Corporation and P&O Princess Cruises plc have
agreed to combine their businesses strategically under a dual listed company
structure, which we refer to as the Combined Group in the attached proxy
statement/prospectus. The Combined Group will be the largest cruise vacation
group in the world, based on revenues, passengers carried and available
capacity. The Combined Group will operate a combined fleet of 65 cruise ships
and will sail to all major cruise destinations outside the Far East. This is a
significant transaction for Carnival and an important step in our history.

Under the DLC structure, the businesses of Carnival and P&O Princess will be
combined principally through a series of contracts. Each company will continue
to retain its separate legal identity, but the two companies will share a
single senior executive management team, will have identical boards of
directors and will be run as if they were a single economic enterprise. The two
companies will pursue a common set of business objectives established by the
identical boards and single management team, who will evaluate these strategies
and other operational decisions from the perspective of all the shareholders.

Following completion of the transactions necessary to complete the DLC
structure, you will continue to own the Carnival shares you currently own, but
these shares will effectively reflect your economic interest in the Combined
Group as a whole. On most matters that affect all of the shareholders of the
Combined Group, you will vote together with the shareholders of P&O Princess on
a combined basis. Carnival shares held by you and other current Carnival
shareholders will represent at least 74% of the total equity and voting power
of the Combined Group. Carnival shares are listed, and will continue to be
listed, on the New York Stock Exchange under the symbol "CCL."

Information about the DLC transaction and proposed amendments to Carnival's
articles of incorporation and by-laws in connection with the DLC structure is
included in the accompanying proxy statement/prospectus. I urge you to read
this material carefully and fully. You should also carefully consider the risk
factors beginning on page 31.

Carnival's management believes that there will be significant benefits in
sharing the best practices of the management teams of Carnival and P&O Princess
across the Combined Group. The DLC transaction will allow the Combined Group to
offer a wider range of vacation choices for its passengers and will enhance its
ability to attract more passengers from land-based vacations. Carnival's board
of directors is asking you to approve the Offer and Implementation Agreement
and related transactions required to effect the DLC transaction, including
necessary amendments to Carnival's articles of incorporation and by-laws, and
the additional proposed amendments to Carnival's articles of incorporation and
by-laws, as described in more detail in the accompanying proxy
statement/prospectus.

We cannot complete the DLC transaction unless you and your fellow shareholders
approve it by a vote of a majority of all outstanding Carnival shares. The
board of directors of Carnival has unanimously approved the DLC transaction and
recommends that you vote FOR the resolutions set out in the notice of the
special meeting.

The board of directors has fixed the close of business on March 11, 2003 as the
record date for the determination of shareholders entitled to vote at the
meeting or any adjournment of the meeting.

Thank you for your ongoing support and continued interest in Carnival
Corporation.

                                          Sincerely,

                                          /s/
                                          Chairman of the Board and
                                          Chief Executive Officer



Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the disclosures in this proxy statement/prospectus. Any
representation to the contrary is a criminal offence. This document is not an
offer to sell securities, and it is not soliciting an offer to buy securities,
in any jurisdiction where the offer or sale is not permitted.

This proxy statement/prospectus is dated March 14, 2003 and is first being
mailed to the shareholders of Carnival on or about March 17, 2003.



                     REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial
information about Carnival and P&O Princess by reference to documents that
Carnival and P&O Princess have previously filed with the SEC and that are not
included in or delivered with this proxy statement/prospectus. You can obtain
documents incorporated by reference, other than certain exhibits to those
documents, by requesting them in writing or by telephone from us or P&O
Princess at the following addresses:

Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Attention: Corporate Secretary
Telephone: (305) 599-2600, Ext. 18018;

P&O Princess Cruises plc
77 New Oxford Street
London WC1A 1PP, England.
Attention: Company Secretary
Telephone: +44 20 7805-1200.

You will not be charged for any of these documents that your request. In order
to ensure timely delivery of the documents, any request should be made by April
7, 2003. See "Where You Can Find More Information."



[LOGO] CARNIVAL
CORPORATION

                             3655 N.W. 87TH AVENUE
                           MIAMI, FLORIDA 33178-2428

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

DATE                          April 14, 2003

TIME                          10:00 a.m.

PLACE                         Paul, Weiss, Rifkind, Wharton & Garrison LLP
                              1285 Avenue of the Americas
                              New York, NY 10019

ITEMS OF BUSINESS              1. To consider and approve the Offer and
                                  Implementation Agreement, dated January 8,
                                  2003, between Carnival Corporation and P&O
                                  Princess Cruises plc and the transactions
                                  contemplated by that agreement, as more fully
                                  described in the attached proxy
                                  statement/prospectus;

                               2. To consider and approve proposed amendments
                                  to the articles of incorporation and by-laws
                                  of Carnival Corporation in connection with
                                  the transactions contemplated by the Offer
                                  and Implementation Agreement, as more fully
                                  described in the attached proxy
                                  statement/prospectus (as reflected in our
                                  proposed Third Amended and Restated Articles
                                  of Incorporation and Amended and Restated
                                  By-laws, other than amendments covered by
                                  Proposals 3, 4, 5 and 6), including the
                                  issuance of a certificate of amendment as
                                  required by Panamanian law,;

                               3. To consider and approve a proposed amendment
                                  to the articles of incorporation of Carnival
                                  Corporation to increase the number of shares
                                  of common stock that Carnival Corporation has
                                  the authority to issue by 999,999,998 shares,
                                  including the issuance of a certificate of
                                  amendment as required by Panamanian law;

                               4. To consider and approve a proposed amendment
                                  to the articles of incorporation of Carnival
                                  Corporation to reduce the quorum requirement
                                  for meetings of the board of directors of
                                  Carnival Corporation from a majority, to
                                  one-third, of the total number of directors,
                                  including the issuance of a certificate of
                                  amendment as required by Panamanian law;

                               5. To consider and approve a proposed amendment
                                  to the by-laws of Carnival Corporation to
                                  reduce the quorum requirement for meetings of
                                  the shareholders of Carnival



                                  Corporation from a majority, to one-third, of
                                  the total number of shares entitled to be
                                  cast at such meeting;

                               6. To consider and approve a proposed amendment
                                  to the by-laws of Carnival Corporation to
                                  eliminate the ability of shareholders to act
                                  by written consent; and

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

                              The transactions contemplated by the Offer and
                              Implementation Agreement will not be completed
                              and the necessary amendments to Carnival's
                              articles of incorporation and by-laws will not be
                              effected unless the resolutions in respect of
                              Items 1 and 2 are approved by our shareholders
                              and the DLC transaction is approved by the
                              shareholders of P&O Princess Cruises plc.

                              The resolutions in respect of Items 3, 4, 5 and 6
                              are conditioned upon passage of the resolutions
                              in respect of Items 1 and 2. If the Offer and
                              Implementation Agreement and related amendments
                              to Carnival's articles of incorporation and
                              by-laws are not approved by Carnival's
                              shareholders, and the DLC transaction is not
                              approved by the shareholders of P&O Princess
                              Cruises plc, Carnival's authorized common stock
                              will not be increased, the quorum requirement for
                              director and shareholder meetings will not be
                              reduced and shareholders will continue to have
                              the ability to act by written consent.

RECORD DATE                   You are entitled to vote if you were a
                              shareholder at the close of business on March 11,
                              2003.

MEETING ADMISSION             Attendance at the meeting is limited to
                              shareholders and one guest each. Each 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.
                              The meeting will begin promptly at 10:00 a.m.

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 1 of this proxy
                              statement/prospectus and the instructions on the
                              proxy card.

                                          On behalf of the Board of Directors

                                          /s/ ARNALDO PEREZ
                                          --------------------------------------
                                          ARNALDO PEREZ
                                          Senior Vice President,
                                          General Counsel and Secretary



                                   IMPORTANT

  A proxy statement/prospectus and proxy card are enclosed. All 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
  may personally vote on all matters that are considered, in which event the
  signed proxy will be revoked.

                   IT IS IMPORTANT THAT YOUR SHARES BE VOTED



                               TABLE OF CONTENTS



                                                                                        Page
                                                                                        ----
                                                                                     
QUESTIONS AND ANSWERS                                                                     1
   About the DLC Transaction                                                              1
   About the Special Meeting                                                              7
SUMMARY TERM SHEET FOR THE DLC TRANSACTION                                               11
   Proposals To Be Voted On                                                              11
   Parties to the DLC Transaction                                                        13
       Carnival                                                                          13
       P&O Princess                                                                      14
   Reasons for the DLC Transaction                                                       14
   The DLC Structure                                                                     14
   Highlights of the Combined Group                                                      16
   Conditions to the DLC Transaction                                                     16
   Termination of the Offer and Implementation Agreement                                 17
   Termination Fee                                                                       17
   No Consideration Payable                                                              17
   Required Vote                                                                         18
   Changes in Rights of Carnival Shareholders                                            18
   Special Voting Entities; Special Voting Shares                                        18
   Trust Shares of Beneficial Interest                                                   19
   Accounting Treatment                                                                  19
   United States Federal Income Tax Consequences                                         19
   Regulatory Approvals                                                                  19
   No Appraisal Rights                                                                   19
   Mandatory Exchange                                                                    20
   Partial Share Offer                                                                   20
   Arison Family and Associates                                                          20
   Cautionary Note Concerning Factors That May Affect Future Results                     21
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF CARNIVAL                             22
SELECTED HISTORICAL FINANCIAL DATA OF P&O PRINCESS                                       24
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA                                              27
COMPARATIVE PER SHARE DATA                                                               29
   Statement of Operations Data                                                          29
   Balance Sheet Data                                                                    29
COMPARATIVE STOCK PRICES                                                                 30
RISK FACTORS                                                                             31
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS                        40
THE SPECIAL MEETING                                                                      42
   The Proposals                                                                         42
   Record Date and Voting                                                                42
   Required Vote                                                                         42
   Proxies; Revocation                                                                   42
   Confidential Voting                                                                   43
   Other Matters                                                                         43
THE DLC TRANSACTION                                                                      44
   Background to the DLC Transaction                                                     44
   Reasons for the DLC Transaction                                                       48
   Other Considerations of Carnival and P&O Princess in respect of the DLC Transaction   50
   Recommendation of Carnival and P&O Princess Boards of Directors                       50
   The DLC Structure                                                                     50
   Special Voting Entities; Special Voting Shares                                        52
   Trust Shares of Beneficial Interest                                                   53
       Generally                                                                         53
       Pairing Agreement                                                                 54
       Voting Trust Deed                                                                 54






                                                                      Page
                                                                      ----
                                                                   
         No Consideration Payable                                      55
         Required Vote                                                 55
         Accounting Treatment                                          55
         United States Federal Income Tax Consequences                 55
         Regulatory Approvals                                          55
         No Appraisal Rights                                           55
         Takeover Regulation of the Combined Group                     55
         Existing 4.9% Ownership Limit                                 57
      THE COMPANIES                                                    58
         Carnival                                                      58
         P&O Princess                                                  59
      THE COMBINED GROUP                                               60
         Brands                                                        60
         Fleet                                                         61
         Lower Berths                                                  61
         Strategy                                                      62
         Industry Background                                           64
           North America                                               64
           Europe                                                      65
           UK                                                          65
           Germany                                                     65
           Southern Europe                                             66
           South America                                               66
           Australia                                                   66
         Characteristics of the Cruise Vacation Industry               66
         Competition                                                   67
         Employees                                                     67
         Board and Management                                          68
         Dividends                                                     68
         On-going Reporting                                            68
         Taxation of the Combined Group                                69
         Taxation of Carnival Shareholders                             72
      DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED GROUP           74
      UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE COMBINED GROUP  77
      CHANGES IN RIGHTS OF CARNIVAL SHAREHOLDERS                       86
         General                                                       86
         Voting Rights                                                 86
         Special Voting Shares                                         88
         Equalization Share                                            90
         Quorum Requirements                                           90
         Shareholder Action By Written Consent                         91
         Shareholder Proposals                                         92
         Standard of Conduct for Directors                             92
         Meetings of the Board of Directors                            93
         General Meetings of Shareholders                              93
         Special Meetings of Shareholders                              94
         Sources and Payment of Dividends                              94
         Rights of Purchase and Redemption                             95
         Appraisal Rights                                              95
         Pre-emptive Rights                                            95
         Amendment of Governing Instruments                            96
         Stock Class Rights                                            97






                                                                           Page
                                                                           ----
                                                                        
   Rights of Inspection                                                     98
   Classification of the Board of Directors                                 99
   Election of Directors                                                    99
   Removal of Directors                                                     99
   Vacancies on the Board of Directors                                     100
   Indemnification of Directors and Officers                               100
   Takeover Restrictions                                                   101
   Liquidation                                                             102
PROPOSAL 1: APPROVAL OF THE OFFER AND IMPLEMENTATION AGREEMENT             104
   The Offer and Implementation Agreement                                  104
       Introduction                                                        104
       Generally                                                           105
       Conditions to the Offer and Implementation Agreement                105
       Other Key Provisions of the Offer and Implementation Agreement      106
       Termination of the Offer and Implementation Agreement               108
       No Solicitation                                                     109
       Mandatory Exchange                                                  110
       Governing Law of the Offer and Implementation Agreement             111
   The Equalization and Governance Agreement                               111
       General Principles                                                  111
       Restrictions on Buy-Backs and Share Issuances                       112
       Disenfranchisement                                                  112
       Liquidation                                                         112
       Termination of the Equalization and Governance Agreement            113
       Governing Law of Equalization and Governance Agreement              114
   Equalization Ratio                                                      114
   SVE Special Voting Deed                                                 115
       General Provisions                                                  115
       Amendments to SVE Special Voting Deed                               116
       Termination of SVE Special Voting Deed                              116
       Governing Law of SVE Special Voting Deed                            117
   Deeds of Guarantee                                                      117
       Carnival Deed of Guarantee                                          117
       P&O Princess Deed of Guarantee                                      118
PROPOSAL 2: APPROVAL OF AMENDMENTS TO CARNIVAL'S ARTICLES OF
INCORPORATION AND BY-LAWS IN CONNECTION WITH THE DLC TRANSACTION           119
   Capitalization                                                          119
   Voting Rights                                                           119
   Disenfranchisement                                                      119
   Special Voting Share                                                    119
   Quorum Requirements                                                     120
   Shareholder Action By Written Consent                                   120
   Standard of Conduct for Directors                                       120
   Meetings of the Board of Directors                                      120
   General Meetings of Shareholders                                        121
   Special Meetings of Shareholders                                        121
   Sources and Payment of Dividends                                        121
   Pre-emptive Rights                                                      121
   Amendment of Governing Instruments                                      122
   Stock Class Rights                                                      122
   Rights of Inspection                                                    122
   Election of Directors                                                   122
   Removal of Directors                                                    123
   Vacancies on the Board of Directors                                     123






                                                                         Page
                                                                         ----
                                                                      
      Indemnification of Directors and Officers                          123
      Takeover Restrictions                                              123
      Liquidation                                                        124
   PROPOSAL 3: APPROVAL OF AMENDMENT TO CARNIVAL'S ARTICLES OF
     INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK
     AUTHORIZED FOR ISSUANCE                                             125
   PROPOSAL 4: APPROVAL OF AMENDMENT TO CARNIVAL'S ARTICLES OF
     INCORPORATION TO REDUCE QUORUM REQUIREMENT FOR BOARD MEETINGS       125
   PROPOSAL 5: APPROVAL OF AMENDMENT TO CARNIVAL'S BY-LAWS TO REDUCE
     QUORUM REQUIREMENT FOR SHAREHOLDER MEETINGS                         126
   PROPOSAL 6: APPROVAL OF AMENDMENT TO CARNIVAL'S BY-LAWS TO REMOVE THE
     ABILITY OF SHAREHOLDERS TO ACT BY WRITTEN CONSENT                   126
   COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    128
   INTERESTS OF CERTAIN PERSONS IN THE PROPOSALS                         132
   OTHER BUSINESS                                                        132
   LEGAL MATTERS                                                         132
   EXPERTS                                                               132
   WHERE YOU CAN FIND MORE INFORMATION                                   133
   DOCUMENTS INCORPORATED BY REFERENCE                                   133
   LIMITATIONS ON ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. FEDERAL
     SECURITIES LAWS                                                     134



ANNEXES
-------
       

Annex A-1 Offer and Implementation Agreement

Annex A-2 Form of Equalization and Governance Agreement

Annex A-3 Form of SVE Special Voting Deed

Annex A-4 Form of Carnival Third Amended and Restated Articles of Incorporation

Annex A-5 Form of Carnival Amended and Restated By-Laws

Annex A-6 Form of Carnival Deed of Guarantee

Annex A-7 Form of P&O Princess Deed of Guarantee

Annex A-8 Form of Carnival Deed

Annex A-9 Directors of Carnival and P&O Princess

Annex B   Form of Pairing Agreement

Annex C   Form of Voting Trust Deed

Annex D   Extract: Advice of P&O Princess' Financial Adviser to P&O Princess




                             QUESTIONS AND ANSWERS

This question-and-answer section highlights important information in this proxy
statement/prospectus but does not contain all of the information that is
important to you. You should carefully read this entire proxy
statement/prospectus and the other documents we refer you to for a more
complete understanding of the matters being considered at the special meeting.

Unless the context otherwise requires, references in this proxy
statement/prospectus to "Carnival", "the Company", "we" or "us" are to Carnival
Corporation and its subsidiaries, references to "P&O Princess" are to P&O
Princess Cruises plc and its subsidiaries, and references to "the Combined
Group" are references to the new enterprise resulting from the DLC transaction
between us and P&O Princess.

About the DLC Transaction

Q: Why am I receiving these materials?

A: Our board of directors is providing these materials to you in connection
   with our special meeting and the DLC transaction referred to below. As a
   shareholder, you are invited to attend the meeting and are requested to vote
   on the proposals described in this proxy statement/prospectus.

Q: What am I being asked to vote on?

A: You are being asked to consider and vote upon proposals to implement a dual
   listed company, or "DLC", structure with P&O Princess, which we refer to in
   this document as the "DLC transaction". These proposals include approval of
   an Offer and Implementation Agreement and amendments to our articles of
   incorporation and by-laws. You are also being asked to approve amendments to
   our articles of incorporation and by-laws which, although consistent with
   the amendments relating to the DLC transaction, are not directly related to
   the DLC transaction.

Q: What is the DLC transaction?

A: The DLC transaction is a means of enabling us and P&O Princess to combine
   our management and operations as if we were a single economic enterprise,
   while retaining our separate legal identities. This will be accomplished
   through contractual arrangements and amendments to each company's governing
   documents. In addition, the governing documents of the two companies will be
   harmonized, to the extent practicable and permitted by law, to ensure our
   and P&O Princess' corporate procedures are substantially similar. As part of
   the DLC transaction, P&O Princess intends to change its name to Carnival plc
   at the extraordinary general meeting of P&O Princess shareholders. You will
   be voting on the changes to our governing documents (our articles of
   incorporation and by-laws) to give effect to these arrangements, as well as
   other amendments to our articles of incorporation and by-laws which,
   although consistent with the amendments relating to the DLC transaction, are
   not directly related to the DLC transaction.

Q: What votes are required to approve the DLC transaction?

A: The DLC transaction must be approved by our shareholders and P&O Princess
   shareholders. Our shareholders must approve the proposals at the special
   meeting by the affirmative vote of a majority of all outstanding Carnival
   shares entitled to vote at the special meeting. P&O Princess shareholders
   must approve the DLC transaction by not less than three-quarters of the
   votes cast at the P&O Princess extraordinary general meeting. Micky Arison,
   our Chairman and Chief Executive Officer, other members of the Arison family
   and trusts for their benefit have entered into undertakings under which they
   will be


                                       1



   required to cause shares beneficially owned by them representing
   approximately 47% of the voting power of Carnival to vote in favor of the
   resolutions required to implement the DLC structure at the special meeting.
   These undertakings are irrevocable except in circumstances where the DLC
   transaction is withdrawn or lapses.

Q: What is P&O Princess?

A: P&O Princess is a global cruise vacation company providing cruises to
   Alaska, the Caribbean, Europe, the Mediterranean, the Panama Canal and other
   exotic locations. P&O Princess also has a land-based tour operation division
   in Alaska. P&O Princess ordinary shares are listed on the London Stock
   Exchange, which we refer to in this document as the "LSE", and its American
   Depositary Shares are listed on the New York Stock Exchange, which we refer
   to in this document as the "NYSE". Both P&O Princess shares and P&O Princess
   ADSs trade under the symbol "POC" on their respective exchanges. You can
   learn more about P&O Princess by reading the documents P&O Princess has
   filed with the SEC. See "Where You Can Find More Information."

Q: Why does Carnival want to implement the DLC transaction?

A: Our board of directors believes that the DLC transaction is advantageous for
   Carnival and in the best interests of Carnival and its shareholders.
   Carnival has agreed to enter into the DLC transaction with P&O Princess in
   order to create the Combined Group. The transaction will allow the Combined
   Group to offer a wider range of vacation choices for its passengers and is
   expected to enhance its ability to attract more passengers from land-based
   vacations.

Q: What is the Combined Group?

A: The Combined Group, which reflects the businesses of Carnival and P&O
   Princess that will be managed and operated as if they were a single economic
   enterprise, will be the largest cruise vacation group in the world, based on
   revenue, passengers carried and available capacity. It will have a wide
   portfolio of complementary brands, both by geography and product offering,
   and will include some of the best known cruise brands globally. As of
   January 31, 2003, Carnival and P&O Princess, together, would have had a
   combined fleet of 65 cruise ships offering 99,982 lower berths, with 18
   additional cruise ships with 42,260 lower berths scheduled to be added over
   the next three and a half years. The Combined Group will be a leading
   provider of cruises to all major cruise destinations outside the Far East.
   Carnival and P&O Princess together carried approximately 4.7 million
   passengers in fiscal 2002.

Q: Will P&O Princess become a subsidiary of Carnival?

A: No. P&O Princess will continue to exist as a separate publicly quoted
   company and its shares will continue to be listed on the LSE. Our board and
   the P&O Princess board will be identical and the Combined Group will be
   managed by a single senior executive management team. The two companies will
   pursue a common set of business objectives established by the identical
   boards and single management team, who will evaluate these strategies and
   other operational decisions from the perspective of all the shareholders.

Q: Will there be any transfer of assets between us and P&O Princess in
   connection with the DLC transaction?

A: No. The implementation of the DLC structure will not involve any transfer of
   assets between us and P&O Princess. Following completion of the DLC
   transaction, management of the Combined Group will determine whether assets
   will be owned by Carnival or P&O Princess as is most efficient and
   appropriate under the then prevailing circumstances. The


                                      2



   Combined Group will comprise all of the assets held by P&O Princess and
   Carnival immediately prior to the implementation of the DLC transaction. No
   transfer of assets between the two companies will affect the equalization
   ratio or the relative economic interests of Carnival shareholders and P&O
   Princess shareholders in the Combined Group.

Q: What will happen to my Carnival shares?

A: Upon completion of the DLC transaction, you will continue to own your
   Carnival shares and will keep your existing certificates, if you have any.
   Carnival shares will continue to be listed on the NYSE. In connection with
   the DLC transaction, Carnival shareholders will receive trust shares of
   beneficial interests in a special voting entity in the form of a trust that
   we are creating. Following completion of the DLC transaction, Carnival
   shares will trade together with the trust shares of beneficial interest in
   this special voting trust, which we refer to in this proxy
   statement/prospectus as the "P&O Princess Special Voting Trust". Separate
   stock certificates will not be issued to represent these trust shares of
   beneficial interest; instead, certificates representing your Carnival shares
   will also evidence these trust shares of beneficial interest. You should not
   turn in your Carnival stock certificates.

Q: What are the trust shares of beneficial interest?

A: The trust shares of beneficial interest will represent an interest in the
   P&O Princess Special Voting Trust. The trustee of the P&O Princess Special
   Voting Trust will hold the P&O Princess special voting share. This special
   voting share is the mechanism by which your votes at Carnival shareholders
   meetings will be given effect at the P&O Princess shareholders meetings for
   purposes of the joint electorate actions and class rights actions described
   below. The trust shares of beneficial interest will entitle you to receive
   any distributions made by the trust. However, as the sole purpose of the
   trust relates to the holding of the special voting share, it is not expected
   to make any distributions.

Q. Will I be voting on the issuance of the trust shares?

A: No. The trust shares will be distributed by way of a dividend declared by
   our board of directors.

Q: What will happen to my future dividends?

A: After completion of the DLC transaction, dividends declared by us will
   continue to be paid by us to our shareholders and dividends declared by P&O
   Princess will continue to be paid by P&O Princess to its shareholders.
   However, we will not be able to declare or pay a dividend without an
   equivalent dividend (before taxes and other deductions) being declared or
   paid by P&O Princess and vice versa. Dividends on both our shares and P&O
   Princess shares declared after completion of the DLC transaction will be
   paid at about the same time and in equalized amounts. Our payment of
   dividends in the future will depend on business conditions, our financial
   condition and earnings and the financial condition and earnings of the
   Combined Group, the ability of P&O Princess to pay an equivalent dividend
   and other factors. It is intended that the first dividend to be paid by the
   Combined Group will be declared in April 2003, with a record date in May
   2003, and a payment date in June 2003.

Q: Will my voting rights change?

A: Yes. On most matters that affect all of the shareholders of the Combined
   Group, shareholders of Carnival and P&O Princess will effectively vote
   together as a single decision-making body on matters requiring the approval
   of shareholders of either


                                      3



   company. These matters will be specified in the governing documents of each
   company as "joint electorate actions". Combined voting will be accomplished
   through a special voting share, one to be issued by Carnival and held by a
   special voting entity set up by P&O Princess, and one to be issued by P&O
   Princess that will be held by the special voting entity in the form of a
   trust formed by Carnival. Certain matters where the interests of the two
   shareholder bodies may diverge will be specified in the governing documents
   of each company as "class rights actions". These class rights actions will
   be 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.

Q: Will I be asked to vote at P&O Princess meetings?

A: No. Your vote at Carnival shareholder meetings, for purposes of determining
   the outcome of combined voting, will automatically be reflected as
   appropriate at any parallel P&O Princess shareholders meeting through the
   mechanism of the special voting share.

Q: Who will be the directors and senior executive management team of the
   Combined Group?

A: We and P&O Princess will be managed and operated as if we were a single
   economic enterprise. Although we and P&O Princess will continue to exist as
   separate companies with its own board of directors and senior executive
   management, the boards and senior executive management of each company will
   be identical. The proposed directors of Carnival and P&O Princess following
   implementation of the DLC structure are listed under "Directors and
   Executive Officers of the Combined Group". In addition to their normal
   fiduciary duties to the company and obligation to have regard to the
   interests of its shareholders, the directors of each company will be
   entitled to have regard to the interests of the other company and its
   shareholders. Micky Arison, our Chairman and Chief Executive Officer, will
   be the Chairman and Chief Executive Officer of both Carnival and P&O
   Princess, Howard S. Frank, our Vice-Chairman and Chief Operating Officer,
   will be the Vice-Chairman and Chief Operating Officer of both Carnival and
   P&O Princess and Gerald R. Cahill, our Chief Financial Officer and Chief
   Accounting Officer, will be the Chief Financial Officer and Chief Accounting
   Officer of both Carnival and P&O Princess. The headquarters of the Combined
   Group will be in Miami, Florida with a corporate office in London.

Q: How will the directors of Carnival and P&O Princess be elected?

A: Resolutions relating to the appointment, removal and re-election of
   directors will be considered as a joint electorate action and voted upon by
   the shareholders of each company effectively voting together as a single
   decision-making body. No person may be a member of the board of directors of
   Carnival or P&O Princess without also being a member of the board of
   directors of the other company.

Q: When will we elect the directors of Carnival and P&O Princess?

A: We and P&O Princess expect to hold our next annual meetings in June 2003 at
   which the re-election of each of the directors will be considered as joint
   electorate actions.

Q: What is the Partial Share Offer?

A: In connection with the DLC transaction, we are making a tender offer for up
   to 20% of P&O Princess' outstanding shares, which we refer to in this proxy
   statement/prospectus as the "Partial Share Offer." The Partial Share Offer
   is not being made to you and will not influence whether or not the DLC
   transaction will proceed. Any P&O Princess shares that we acquire in the


                                      4



   Partial Share Offer will not give us, or you, additional control over P&O
   Princess as those shares, under the terms of the agreements implementing the
   DLC transaction, will not have voting rights.

Q: What percentage of the Combined Group will be controlled by existing
   Carnival shareholders?

A: If the DLC transaction is approved, existing Carnival shareholders will hold
   approximately 74% of the equity of the Combined Group following its
   implementation. However, to the extent that P&O Princess shares are
   exchanged for Carnival shares under the Partial Share Offer, the percentage
   of the equity of the Combined Group represented by Carnival shares will
   increase. If the Partial Share Offer is taken up in full, approximately 79%
   of the equity of the Combined Group will be held through Carnival shares
   with the balance of the equity held through P&O Princess shares.

Q: What are the most significant conditions to the DLC transaction?

A: Completion of the DLC transaction is subject to certain conditions being
   satisfied or waived on or before September 30, 2003. The most important of
   these include:

   .   approval of the shareholders of each of Carnival and P&O Princess;

   .   the absence of action, or threatened action, by any governmental
       authority that restrains, enjoins or otherwise prohibits the completion
       or performance of, or materially adversely affects, the DLC transaction
       and the other transactions contemplated by the Offer and Implementation
       Agreement;

   .   effectiveness of the revised governing documents;

   .   all relevant regulatory consents or approvals having been obtained;

   .   the Partial Share Offer becoming unconditional (other than the condition
       regarding closing of the DLC transaction); and

   .   approval by the NYSE of the listing of either the trust shares of
       beneficial interest or the P&O Princess special voting share, subject in
       either case only to official notice of issuance.

Q: When do you expect to complete the DLC transaction?

A: We are working to complete the DLC transaction as soon as possible. We hope
   to complete the DLC transaction as soon as we can following our special
   meeting and the extraordinary general meeting of P&O Princess shareholders,
   if the required shareholder approvals are obtained at those meetings. In
   addition to shareholder approvals, we must satisfy all of the other closing
   conditions specified in the Offer and Implementation Agreement. Subject to
   these conditions, we expect completion of the DLC transaction to take place
   early in the second quarter of 2003.

Q: What are the tax consequences of the DLC transaction?

A: Although there is no U.S. federal income tax authority addressing the tax
   consequences of a DLC transaction, we believe that the DLC transaction
   should not give rise to taxable income or gain for Carnival shareholders
   that are U.S. holders (as we use this term in this proxy
   statement/prospectus) for U.S. federal income tax purposes. However, the
   Internal Revenue Service may assert that Carnival shareholders received
   taxable income as a result of the various voting and equalization provisions
   necessary to implement the DLC structure, including the trust shares. We
   believe that such voting and other rights, if any, received by shareholders
   are expected to have only nominal value and, therefore,


                                      5



   the receipt of such rights by Carnival shareholders would only result in a
   nominal amount of income. It is possible, however, that the IRS may disagree
   with this conclusion.

   Holders of Carnival shares should consult their independent professional
   advisers in the light of their particular circumstances as to the U.S.
   federal income tax consequences of the DLC transaction, as well as to the
   effect of any state, local or applicable foreign tax law.

Q: What accounting treatment and reporting requirements will be applicable to
   the Combined Group?

A: We expect that under U.S. GAAP the DLC transaction will be accounted for
   using the purchase method of accounting in accordance with Statement of
   Financial Accounting Standards No. 141 "Business Combinations". In
   accordance with the purchase method of accounting, the P&O Princess U.S.
   GAAP accounting policies will be conformed to our accounting policies upon
   completion of the DLC transaction.

   Following completion of the DLC transaction, P&O Princess will change its
   fiscal year end from December 31 to November 30 so that it will be the same
   as our current fiscal year end. The Combined Group intends to publish
   combined financial statements denominated in U.S. dollars and prepared in
   accordance with U.S. GAAP. We expect that these combined financial
   statements will be included in a combined annual report. P&O Princess
   expects to include summary balance sheet information and summary income
   statement information prepared in accordance with UK GAAP, without notes, in
   the annual report.

   In addition, we and P&O Princess will file periodic and current reports with
   the SEC on a joint basis in accordance with the rules applicable to U.S.
   domestic reporting companies. The financial statements presented in the
   periodic reports will consist of combined financial statements of the
   Combined Group prepared in accordance with U.S. GAAP.

Q: What corporate governance require-ments will apply to the Combined Group?

A: We and P&O Princess comply with, and the Combined Group will comply with,
   the applicable corporate governance requirements of the Sarbanes-Oxley Act
   of 2002 and the NYSE. P&O Princess will also continue to comply with the
   rules of the UK Listing Authority and the LSE.

Q: Should I vote?

A: Yes. The proposed DLC transaction is an important step in our history and
   your vote is critical to this process. Your board of directors unanimously
   believes the DLC transaction is in the best interests of Carnival's
   shareholders. Because the proposals contained in this proxy
   statement/prospectus require the approval of a majority of all outstanding
   shares entitled to vote at the special meeting, and not merely of those
   shares voted at the special meeting, your vote is all the more important.
   Please complete and send in the proxy card attached to this proxy
   statement/prospectus.

Q: Does the Carnival board recommend the DLC transaction?

A: Yes. Our board of directors unanimously recommends that you vote your shares
   FOR the proposals necessary to effect the DLC transaction. As of March 11,
   2003, our directors and executive officers and their affiliates beneficially
   own an aggregate of 234,661,927 Carnival shares, which represents 39.8% of
   Carnival's outstanding shares. Our directors and executive officers intend
   to vote their Carnival shares FOR the proposals at the special meeting.


                                      6



Q: Does the P&O Princess board recommend the DLC transaction?

A: Yes. The board of directors of P&O Princess has recommended that P&O
   Princess shareholders vote in favor of the DLC transaction. The directors
   and executive officers of P&O Princess beneficially own approximately 0.2%
   of P&O Princess' outstanding shares. The P&O Princess directors and
   executive officers intend to vote their shares in favor of the resolution to
   approve, among other matters, the DLC transaction at the P&O Princess
   extraordinary general meeting.

About the Special Meeting

Q: When and where is the special meeting?

A: The special meeting is scheduled to be held as follows:

       Date:  April 14, 2003

       Time:  10:00 a.m.

      Place:  Paul, Weiss, Rifkind, Wharton
             & Garrison LLP
             1285 Avenue of the Americas
             New York, NY 10019

Q: Who can attend the meeting?

A: All shareholders of record as of March 11, 2003, or their duly appointed
   proxies, may attend the meeting, and each may be accompanied by one guest.
   Seating, however, is limited. Admission to the meeting will be on a first
   come, first served basis. 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 March 11, 2003 together with proof of
   identification. Cameras, recording devices and other electronic devices will
   not be permitted at the meeting.

Q: What vote will be required to approve the proposals?

A: Approval of the Offer and Implementation Agreement and the amendments to our
   articles of incorporation and by-laws will require the vote of the holders
   of a majority of our outstanding shares of common stock entitled to vote on
   these proposals.

Q: What class of shares are entitled to be voted?

A: We have only one class of common stock outstanding. Each share of our common
   stock outstanding as of the close of business on March 11, 2003, the Record
   Date, is entitled to one vote at the special meeting. On the Record Date, we
   had approximately 586,972,729 shares of common stock issued and outstanding.

Q: What is the quorum requirement for the meeting?

A: The quorum requirement for holding the meeting and transacting business is a
   majority of the outstanding shares entitled to be voted. The shares may be
   present in person or represented by proxy at the meeting. Abstentions 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: What shares owned by me can be voted?

A: All shares owned by you as of March 11, 2003, the Record Date, may be voted
   by


                                      7



   you. These shares include those (1) held directly in your name as the
   shareholder of record, including shares purchased through our Dividend
   Reinvestment Plan and our Employee Stock Purchase Plan and (2) held for you
   as the beneficial owner though a stockbroker, bank or other nominee.

   At the close of business on that day, 586,972,729 shares of our common stock
   were outstanding.

Q: What is the difference between holding shares as a shareholder of record and
   as a beneficial owner?

A: Most of our shareholders 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 our transfer agent,
   SunTrust Bank, you are considered, with respect to those shares, the
   shareholder of record, and this proxy statement/prospectus is 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. We have 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 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 special meeting. If you choose to do so, please bring the
   enclosed proxy card and proof of identification.

   Even if you plan to attend the special 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 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 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?".

   In most instances, where your shares are held in street name, you will be
   able to do this over the Internet at www.carnivalcorp.com, by telephone or
   by mail. Please refer to the voting instruction card included by your broker
   or nominee.


                                      8



Q: Can I change my vote?

A: You may change your proxy instruction at any time prior to the vote at the
   special 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 special 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 happens if I do not vote?

A: Your vote is important. We cannot complete the DLC transaction unless the
   holders of a majority of the outstanding shares of Carnival common stock
   vote ''FOR'' the proposals.

Q: Do I have any appraisal rights if I oppose the proposals?

A: No. Shareholders do not have the right to an appraisal of the value of their
   shares in connection with the proposals.

Q: How are votes counted?

A: You may vote "FOR", "AGAINST" or "ABSTAIN" from voting on the proposals set
   out in the notice of meeting. If you "ABSTAIN", it has the same effect as a
   vote "AGAINST". If you sign your proxy card or broker voting instruction
   card with no further instructions, your shares will be voted "FOR" the
   proposals set out in the notice of meeting.

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 for all proxy and voting cards
   you receive.

Q: Where can I find the voting results of the meeting?

A: We will announce preliminary voting results at the meeting and publish final
   results via press release.

Q: What happens if additional proposals are presented at the meeting?

A: Other than the proposals described in this proxy statement/prospectus, we do
   not expect any matters to be presented for a vote at the special meeting. If
   you grant a proxy, the persons named as proxy holders, Micky Arison, our
   Chairman of the Board and Chief Executive Officer, and Arnaldo Perez, our
   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.

Q: Who will count the vote?

A: A representative of SunTrust Bank, our transfer agent, will tabulate the
   votes and act as the inspector of elections.

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 either within Carnival or 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 board of directors. Occasionally,
   shareholders provide written comments on their proxy card which are then
   forwarded to management.


                                      9



Q: Who will bear the cost of soliciting votes for the meeting?

A: We will pay the entire cost of preparing, assembling, printing, mailing and
   distributing this proxy statement/prospectus and soliciting votes for the
   meeting. 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: What do I need to do now?

A: You should thoroughly read this proxy statement/prospectus and indicate on
   your proxy card how you want to vote your shares of common stock. You should
   sign and mail your proxy card in the enclosed envelope as soon as possible
   so that your shares of common stock may be represented at the special
   meeting on April 14, 2003. If you sign and send in your proxy card and do
   not indicate how you want to vote, your proxy will be counted as a vote
   "FOR" the proposals. If you abstain, your failure to vote will have the
   effect of a vote against the proposals.

   On behalf of the Board of Directors

          Arnaldo Perez
          Senior Vice President,
          General Counsel and Secretary

Dated:  March 17, 2003



                                      10



                  SUMMARY TERM SHEET FOR THE DLC TRANSACTION

This summary contains selected information from this proxy statement/prospectus
and may not contain all of the information that is important to you. To
understand the DLC transaction fully and to obtain a more complete description
of its terms, you should carefully read this entire document, including the
Annexes, and the documents to which we refer you. See "Where You Can Find More
Information".

The DLC transaction is a means of enabling us and P&O Princess to combine our
management and operations as if we were a single economic enterprise, while
retaining our separate legal identities. This will be accomplished through
contractual arrangements (addressed in Proposal 1) and amendments to each
company's governing documents. In addition, the governing documents of the two
companies will be harmonized, to the extent practicable and permitted by law,
to ensure our and P&O Princess' corporate procedures are substantially similar.
You will be voting on the changes to our governing documents (our articles of
incorporation and by-laws) to give effect to these arrangements (addressed in
Proposal 2) as well as other amendments to our articles of incorporation and
by-laws which, although consistent with the amendments relating to the DLC
transaction are not directly related to the DLC transaction (Proposals 3, 4, 5
and 6).

Proposals To Be Voted On

  Proposal 1--Approval of the Offer and Implementation Agreement (Page 104)

You are being asked to approve the Offer and Implementation Agreement, which is
attached as Annex A-1, and related transactions required to effect the DLC
transaction. The affirmative vote of the holders of a majority of all
outstanding Carnival shares entitled to vote at the special meeting is required
to approve the Offer and Implementation Agreement.

The Offer and Implementation Agreement sets forth the conditions which must be
satisfied or waived by us and P&O Princess prior to completion of the DLC
transaction and outlines the transactions to be effected at the closing of the
DLC transaction. These include:

..   amendments to our governing documents and the governing documents of P&O
    Princess;

..   entry into the Equalization and Governance Agreement between us and P&O
    Princess, which will govern the future relationship of Carnival and P&O
    Princess under a dual listed company structure;

..   issuance by each of us and P&O Princess of special voting shares; and

..   election of the same individuals as members of the board of directors of
    each of Carnival and P&O Princess.

Our board of directors unanimously recommends a vote FOR the approval of the
Offer and Implementation Agreement and related transactions.

  Proposal 2--Approval of Amendments to Carnival's Articles of Incorporation
  and By-laws (Page 119)

You are also being asked to approve proposed amendments to our articles of
association and by-laws (as reflected in our proposed Third Amended and
Restated Articles of Incorporation and Amended and Restated By-laws, other than
the amendments covered by Proposals 3, 4, 5 and 6). Our proposed Third Amended
and Restated Articles of Incorporation and Amended and By-laws are attached as
Annexes A-4 and A-5 to this proxy statement/prospectus. The affirmative vote of
the holders of a majority of all outstanding shares of our common stock
entitled to vote at the special meeting is required to approve the amendments
to our articles of incorporation and by-laws.

Amendments to certain provisions of our existing articles of incorporation and
by-laws are necessary in order to harmonize the governing documents of Carnival
and P&O Princess. Upon completion of the

                                      11



DLC transaction, equivalent changes will be made to the governing documents of
P&O Princess. These proposed amendments depart from our existing articles of
incorporation and by-laws in areas such as the election and removal of
directors, calling of shareholders' meetings and the vote required to approve
certain matters. We are also eliminating the requirement that our annual
meeting be held in March or April of each year so that we may hold our annual
meeting at the same time P&O Princess holds its annual meeting.

We are proposing to increase our authorized capital stock to 2,000,000,000
shares, of which 1,959,999,998 are shares of common stock and 40,000,000 are
shares of preferred stock. In connection with the DLC transaction, we will also
have one share of special voting stock, which we refer to in this proxy
statement/prospectus as a special voting share, and one share of special stock,
which we refer to in this proxy statement/prospectus as the equalization share.
You are being asked to vote separately on the proposal to increase in the
number of shares of common stock that we have the authority to issue (Proposal
3), other than the increase of two shares (the special voting share and the
equalization share), which are covered by Proposal 2 as they are directly
related to the DLC transaction.
If approved, our Third Amended and Restated Articles of Incorporation would
become effective when filed with the Public Registry Office of the Republic of
Panama, which is planned to occur upon completion of the DLC transaction. The
Amended and Restated By-laws would become effective at the same time. Approval
of this proposal is a condition to the parties' obligation to complete the DLC
transaction.

Our board of directors unanimously recommends a vote FOR the amendments to our
articles of incorporation and by-laws.

The transactions contemplated by the Offer and Implementation Agreement will
not be completed and the amendments to our articles of incorporation and
by-laws in connection with the DLC transaction will not be effected unless
Proposal 1 and Proposal 2 are approved by our shareholders and the DLC
transaction is approved by the shareholders of P&O Princess.
Proposal 3 - Approval of Amendment to Carnival's Articles of Incorporation to
Increase the Number of Shares of Common Stock Authorized for Issuance (Page 125)
You are also being asked to approve an amendment to our articles of
incorporation to increase the number of shares of common stock that we have the
authority to issue by 999,999,998 shares. The affirmative vote of the holders
of a majority of all outstanding shares of our common stock is required to
approve this amendment to our articles of incorporation.
Our board of directors unanimously recommends a vote FOR the amendment to our
articles of incorporation to increase the number of shares of common stock that
we have the authority to issue by 999,999,998 shares.
Proposal 4 - Approval of Amendment to Carnival's Articles of Incorporation to
Reduce the Quorum Requirement for Board Meetings (Page 125 )
You are also being asked to approve an amendment to our articles of
incorporation to add a provision to reduce the quorum requirement for meetings
of the board of directors from a majority, to one-third, of the total number of
directors. The affirmative vote of the holders of a majority of all outstanding
shares of our common stock is required to approve this amendment to our
articles of incorporation.

                                      12



Our board of directors unanimously recommends a vote FOR the amendment to our
articles of incorporation to reduce the quorum requirement for meetings of the
board of directors from a majority, to one-third, of the total number of
directors.

Proposal 5--Approval of Amendment to Carnival's By-Laws to Reduce the Quorum
Requirement for Shareholder Meetings (Page 126)

You are also being asked to approve an amendment to our by-laws to reduce the
quorum requirement for meetings of our shareholders from a majority, to
one-third, of the total number of shares entitled to be cast at such meeting.
The affirmative vote of the holders of a majority of all outstanding shares of
our common stock entitled to vote at the special meeting is required to approve
this amendment to our by-laws.

Proposal 6--Approval of Amendment to Carnival's By-Laws to Remove the Ability
of Shareholders to Act by Written Consent (Page 126)

You are also being asked to approve an amendment to our by-laws to remove the
ability of shareholders to act by written consent. The affirmative vote of the
holders of a majority of all outstanding shares of our common stock entitled to
vote at the special meeting is required to approve this amendment to our
by-laws.

Proposals 3, 4, 5 and 6 are conditioned upon the approval of Proposals 1 and 2
by our shareholders. If the Offer and Implementation Agreement and related
amendments to our articles of incorporation and by-laws are not approved by our
shareholders, and the DLC transaction is not approved by the shareholders of
P&O Princess, our authorized common stock will not be increased, the quorum
requirement for director and shareholder meetings will not be reduced and
shareholders will continue to have the ability to act by written consent. If
any or all of Proposal 3, Proposal 4, Proposal 5 or Proposal 6 are not
approved, such disapproval will have no effect on the DLC transaction.

Parties to the DLC Transaction

Carnival (Page 58)

We are a global cruise vacation and leisure travel company. We offer a broad
range of cruise brands serving the vacation market through Carnival Cruise
Lines, Holland America Line, Costa Cruises, Cunard Line, Seabourn Cruise Line
and Windstar Cruises. Our various brands operate 45 cruise ships, offering a
total of 67,282 lower berths, in Alaska, Australia, Bahamas, Bermuda, Canada,
the Caribbean, Europe, the Hawaiian Islands, the Mediterranean, the Mexican
Riviera, New England, the Panama Canal, South America and other exotic
destinations worldwide. We have 13 additional cruise ships on order, which will
offer a further 30,580 lower berths. These ships are expected to enter service
over the next three and a half years. In addition to our cruise operations, we
operate a tour business through Holland America Tours which markets sightseeing
tours both separately and as a part of its cruise/tour packages. Holland
America Tours operates 13 hotels in Alaska and the Canadian Yukon, two luxury
day boats and a fleet of over 300 motorcoaches and 13 railcars. Our business
strategy is to use this wide, diverse range of vacation options to attract
passengers from other land-based vacation choices.

We were incorporated under the laws of the Republic of Panama in November 1974.
Our common stock is listed on the NYSE under the symbol "CCL". Our principal
executive offices are located at Carnival Place, 3655 N.W. 87th Avenue, Miami,
Florida 33178-2428. The telephone number of our principal executive offices is
(305) 599-2600.

                                      13



P&O Princess (Page 59)

P&O Princess is a global cruise vacation company operating under the following
brand names: Princess Cruises in North America; P&O Cruises, Ocean Village and
Swan Hellenic in the UK; AIDA and A'ROSA in Germany; and P&O Cruises in
Australia. P&O Princess provides cruises to Alaska, the Caribbean, Europe, the
Mediterranean, the Panama Canal and other exotic destinations. As of January
31, 2003, P&O Princess had a fleet of 20 ocean cruise ships and two river boats
offering a total of 33,100 lower berths, with five additional ocean cruise
ships and two river boats on order as of that date, offering a further 12,080
lower berths. The new ships are expected to be delivered over the next two
years. P&O Princess' tour division, Princess Tours, is a tour operator in
Alaska with five riverside lodges, a fleet of motorcoaches and Midnight Sun
Express rail cars.

P&O Princess was incorporated and registered in England and Wales in July 2000.
P&O Princess ordinary shares are listed on the LSE and P&O Princess ADSs are
listed on the NYSE. Both P&O Princess shares and P&O Princess ADSs trade under
the symbol "POC" on their respective exchanges. P&O Princess' principal
executive offices are located at 11-12 Charles II Street, London SW1Y 4QU,
England. The telephone number of P&O Princess' principal executive offices is
+44 20 7805-1200.

Reasons for the DLC Transaction (Page 48)

We and P&O Princess have agreed to enter into the DLC transaction in order to
create the Combined Group, which will reflect the businesses of Carnival and
P&O Princess that will be managed and operated as if they were a single
economic enterprise. The Combined Group will be the largest cruise vacation
group in the world, based on revenue, passengers carried and available
capacity. The DLC transaction will allow the Combined Group to offer a wider
range of vacation choices for its passengers and will enhance its ability to
attract more passengers from land-based vacations. As of January 31, 2003,
Carnival, together with P&O Princess, would have had a combined fleet of 65
cruise ships offering 99,982 lower berths. The Combined Group will be a leading
provider of cruises to all major destinations outside the Far East.

The DLC Structure (Page 50)

After giving effect to the DLC transaction, we and P&O Princess each will
remain as a separate publicly quoted company, although we and P&O Princess will
be managed and operated as if we were a single economic enterprise. Our board
and the P&O Princess board will be identical and the Combined Group will be
managed by a single senior executive management team. The two companies will
pursue a common set of business objectives established by the identical boards
and single management team, who will evaluate these strategies and other
operational decisions from the perspective of all the shareholders. Some key
features of the DLC structure are listed below.

..   Our shares and, for the foreseeable future, P&O Princess American
    Depositary Shares, or ADSs, will continue to be listed on the NYSE and P&O
    Princess shares will continue to have their primary listing on the LSE.

..   The implementation of the DLC structure will not involve any transfer of
    assets between us and P&O Princess. Following completion of the DLC
    transaction, management of the Combined Group will determine whether assets
    will be owned by Carnival or P&O Princess as is most efficient and
    appropriate under the then prevailing circumstances. The Combined Group
    will comprise all of the assets held by P&O Princess and Carnival
    immediately prior to the implementation of the DLC transaction. No transfer
    of assets between the two companies will affect the equalization ratio or
    the relative economic interests of Carnival shareholders and P&O Princess
    shareholders in the Combined Group.

                                      14



..   Carnival shareholders will continue to hold their Carnival shares and P&O
    Princess shareholders will continue to hold their P&O Princess shares,
    unless P&O Princess shareholders elect to exchange their P&O Princess
    shares (up to a maximum of 20% of the outstanding shares of P&O Princess)
    for Carnival shares in the Partial Share Offer. If the full 20% is tendered
    in the Partial Share Offer, approximately 79% of the equity of the Combined
    Group will be held through Carnival shares and the balance will be held
    through P&O Princess shares.

..   The economic and voting interests represented by an individual share in
    each company will be equalized based on a ratio, which we refer to in this
    proxy statement/prospectus as the "equalization ratio." The equalization
    ratio will initially be 0.3004 Carnival shares for each P&O Princess share
    and P&O Princess ADS. Upon completion of the DLC transaction, P&O Princess
    will reorganize and consolidate its share capital so that the equalization
    ratio will be one Carnival share for each P&O Princess share.

..   The equalization ratio is subject to adjustment in a limited number of
    circumstances, as described in the section of this proxy
    statement/prospectus entitled "The Equalization and Governance
    Agreement--Equalization Ratio."

..   As a result of the 1:1 equalization ratio, one Carnival share will have the
    same rights to distributions of income and capital and voting rights as one
    P&O Princess share. Carnival and P&O Princess shareholders initially will
    receive equal quarterly dividends. If the equalization ratio is adjusted to
    a value other than 1:1, Carnival and P&O Princess shares will no longer
    have equivalent rights, as described in the section of this proxy
    statement/prospectus entitled "The Equalization and Governance
    Agreement--Equalization Ratio."

..   On most matters that affect all shareholders of the Combined Group,
    Carnival and P&O Princess shareholders will vote together as a single body.
    These matters are called joint electorate actions.

..   On specified matters where the interests of Carnival shareholders may
    differ from the interests of P&O Princess shareholders, each shareholder
    body will vote separately as a class. These matters are called class rights
    actions and include, among others:

   .   transactions primarily designed to amend or unwind the DLC structure;

   .   adjustments to the equalization ratio not in accordance with the
       Equalization and Governance Agreement; and

   .   amendments to tax related provisions in Carnival's articles of
       incorporation.

   No class rights action generally may be implemented unless approved by both
   shareholder bodies, which means that each shareholder body generally has a
   veto with respect to class rights actions.

..   We and P&O Princess each will continue to have separate boards of
    directors, but the boards and senior executive management of both companies
    will be identical. In addition to their normal fiduciary duties to the
    company and obligation to have regard to the interests of its shareholders,
    the directors of each company will be entitled to have regard to the
    interests of the other company and its shareholders.

..   We and P&O Princess will execute cross-guarantees regarding all debt
    incurred after implementation of the DLC structure by either company as if
    we and P&O Princess were a single economic enterprise.

..   Takeover restrictions will be in place so that, generally, no person will
    be able to obtain control over the Combined Group without making an offer
    to the shareholders of both companies on equivalent terms.

..   Neither Carnival nor P&O Princess will be able to issue any shares carrying
    voting rights to the other, except on a pre-emptive basis to all
    shareholders, for two years following the date on which

                                      15



   the DLC structure is implemented. After expiration of the initial two-year
   period, for each of the subsequent three years neither Carnival nor P&O
   Princess may issue shares carrying voting rights to the other company,
   except on a pre-emptive basis to all shareholders, in excess of 5% per year
   of the issued or outstanding shares (calculated as at the first day in such
   annual period). Thereafter, there will be no restriction on the issuance of
   shares carrying voting rights to the other company or any of that company's
   subsidiaries. These restrictions may be varied by a class rights action.

..   Shares held by one company in the other will not have voting rights unless
    such company holds 90% or more of the outstanding shares of the other.

Highlights of the Combined Group (Page 60)

The Combined Group will be the leading global cruise vacation operator with
brands appealing to the widest target audience, focused on sourcing passengers
from developed vacation markets where cruising is one of the largest and
fastest growing vacation alternatives. We expect to market certain of
the Combined Group's brands to enter into and expand developing vacation
markets. In pursuit of this strategy, the companies of the Combined Group will
seek to:

..   Build on brand strengths

   The Combined Group will have some of the most widely recognized cruise
   brands in North America, Europe, South America (primarily Brazil and
   Argentina) and Australia and will be a leading provider of cruise vacations
   to all of the key cruise destinations outside the Far East. We expect the
   Combined Group to continue to grow its brands and broaden and develop the
   range of its destinations, itineraries, tours and vacation alternatives.

..   Increase global presence

   The Combined Group will be one of the leading cruise vacation companies in
   the UK, Germany and southern Europe, which are three of the largest vacation
   markets outside of North America. We believe that the brand offering and
   diversified fleet of the Combined Group will enable it to accelerate the
   entry of cruising into existing and new geographical vacation markets.

..   Maximize growth through strategic deployment of its brands and fleet

   The Combined Group expects to strategically deploy its diversified fleet in
   order to increase its global reach and enter new and developing markets.
   Such strategic deployment is expected to allow the Combined Group to appeal
   to the largest target audience with brands, products and itineraries with
   the widest appeal in a particular geographic region.

..   Realize cost savings

   Carnival and P&O Princess expect that the Combined Group will generate
   significant cost savings, estimated to be at least $100 million on an
   annualized basis, commencing in the first full fiscal year following
   completion of the DLC transaction. Carnival and P&O Princess expect that
   these cost savings will be generated principally through the dissemination
   of best practices between the companies, economies of scale and the
   rationalization of certain shoreside operations. One-time cash costs of
   achieving these cost savings are expected to be approximately $30 million.

Conditions to the DLC Transaction (Page 105)

Completion of the DLC transaction is subject to certain conditions being
satisfied or waived on or before September 30, 2003. The most important of
these include:

..   approval of the shareholders of each of Carnival and P&O Princess;

..   the absence of action, or threatened action, by any governmental authority
    that restrains, enjoins or otherwise prohibits the completion or
    performance of, or materially adversely affects, the DLC transaction and
    the other transactions contemplated by the Offer and Implementation
    Agreement;

                                      16



..   effectiveness of the revised governing documents of each of Carnival and
    P&O Princess;

..   clearance of the DLC transaction under the European Commission merger
    regulation and all other relevant regulatory consents or approvals having
    been obtained;

..   the Partial Share Offer becoming unconditional (other than the condition
    regarding completion of the Offer and Implementation Agreement); and

..   approval by the NYSE of the listing of either the trust shares of
    beneficial interest or the P&O Princess special voting share, subject in
    either case only to official notice of issuance.

Termination of the Offer and Implementation Agreement (Page 108)

The Offer and Implementation Agreement may be terminated, and the DLC
transaction abandoned, before the DLC transaction is scheduled to be completed
if the P&O Princess board and Carnival board mutually agree to do so. In
addition, the Offer and Implementation Agreement may be terminated, and the DLC
transaction abandoned by action of either the Carnival board or the P&O
Princess board, as applicable, if:

..   the DLC transaction is not completed by September 30, 2003;

..   any governmental authority of competent jurisdiction has issued a final,
    non-appealable order permanently restraining, enjoining or otherwise
    prohibiting completion of the DLC transaction or materially adversely
    affecting the DLC transaction;

..   the shareholders of either party fail to approve the DLC transaction at the
    relevant shareholders' meeting called for the purpose of considering and
    voting upon the DLC transaction and other transactions necessary to
    complete the DLC transaction;

..   the board of directors of the other party, at any time prior to the
    relevant shareholders' meeting, withdraws or adversely modifies its
    approval or recommendation of the DLC transaction or has resolved to take
    such action, or has failed to reconfirm such approval or recommendation at
    the request of the other party;

..   the board of directors of the other party has recommended a superior
    acquisition proposal to its shareholders; or

..   the other party materially breaches any representation, warranty, covenant
    or agreement contained in the Offer and Implementation Agreement that
    causes the failure of certain conditions to closing and such breach cannot
    be or has not been cured prior to termination.

Neither party may terminate the Offer and Implementation Agreement if that
party has breached in any material respect its obligations under the Offer and
Implementation Agreement and such breach contributed to the failure of the DLC
transaction to be completed.

Termination Fee

In certain circumstances, if the Offer and Implementation Agreement is
terminated, a termination fee of $49.4 million, representing 1% of P&O
Princess' market capitalization at the close of business on January 7, 2003,
will be required to be paid by Carnival or P&O Princess.

No Consideration Payable

There is no consideration payable to us or you in connection with the DLC
transaction. The consideration exchanged between us and P&O Princess will be
the execution and delivery by each company of the agreements required to
implement the DLC structure, including certain cross-guarantees regarding
future debt of either company.

                                      17



Required Vote

Approval of the Offer and Implementation Agreement (Proposal 1) and related
transactions required to effect the DLC transaction, including the necessary
amendments to our articles of incorporation and by-laws (Proposal 2) and the
additional proposed amendments to our articles of incorporation and by-laws
(Proposals 3, 4, 5 and 6) requires the affirmative vote of a majority of all
outstanding Carnival shares entitled to vote at the special meeting.

Changes in Rights of Carnival Shareholders (Page 86)

In order to harmonize the governing documents of Carnival and P&O Princess and
give effect to the DLC structure, it is necessary to amend certain provisions
of our existing articles of incorporation and by-laws. You are being asked to
approve these amendments at the special meeting. The most important of these
changes include:

..   equalizing the economic and voting rights of shareholders of both companies
    based on the equalization ratio;

..   providing that Carnival and P&O Princess shareholders vote together as a
    single body on most matters, except where the interests of the Carnival
    shareholders diverge from the interests of the P&O Princess shareholders or
    where the matter is procedural or technical;

..   authorizing a special voting share as a means to implement the new voting
    arrangements;

..   requiring any resolutions, other than resolutions relating to procedural or
    technical matters, to be voted on by the shareholders of both Carnival and
    P&O Princess;

..   authorizing the Carnival board to consider the interests of both Carnival
    and P&O Princess and their shareholders; and

..   adding additional takeover provisions so that, generally, no person will be
    able to obtain control over the Combined Group without making an offer to
    the shareholders of both companies on equivalent terms. These new takeover
    provisions are in addition to existing provisions in our articles of
    incorporation that prevent any person(s) (other than the Arison family and
    its permitted transferees) from acquiring more than 4.9% of the beneficial
    ownership of our shares. While both the mandatory offer protection and 4.9%
    ownership threshold remain in place, no third party other than the Arison
    family and trusts for their benefit will be able to acquire control of the
    Combined Group.

Special Voting Entities; Special Voting Shares (Page 52)

As a mechanism to effect the new voting arrangements resulting from the DLC
structure, two new special voting entities will be formed:

..   The Carnival Special Voting Entity (which will hold the special voting
    share to be voted at Carnival shareholders meetings, in order to give
    effect to the outcome of votes at a parallel P&O shareholders meeting for
    purposes of joint electorate actions and class rights actions) is a company
    whose shares will be held legally and beneficially owned by The Law
    Debenture Trust Corporation p.l.c., an independent trustee company
    incorporated in England and Wales.

..   The P&O Princess Special Voting Trust (the trustee of which will hold the
    special voting share to be voted at the P&O Princess shareholders meetings,
    in order to give effect to the outcome of votes at a parallel Carnival
    shareholders meeting for purposes of joint electorate actions and class
    rights actions) will be a trust established under the laws of the Cayman
    Islands.

On completion of the DLC transaction, Carnival will issue the Carnival special
voting share to the Carnival Special Voting Entity, and the P&O Princess
special voting share will be transferred to the trustee of the P&O Princess
Special Voting Trust.

                                      18



Trust Shares of Beneficial Interest (Page 53)

Trust shares of beneficial interest in the P&O Princess Special Voting Trust
will be transferred to Carnival. Immediately following this transfer, Carnival
will distribute the trust shares of beneficial interest in the P&O Princess
Special Voting Trust by way of a dividend to Carnival shareholders of record at
the close of business on April 17, 2003. Separate certificates will not be
issued to represent these trust shares of beneficial interest in the P&O
Princess Special Voting Trust; instead, the trust shares of beneficial interest
will be paired with, and evidenced by, certificates representing Carnival
shares pursuant to a pairing agreement to be entered into between Carnival and
the P&O Princess Special Voting Trust at closing of the DLC transaction.

Following completion of the DLC transaction, Carnival shares will trade in
units consisting of one Carnival share and one trust share of beneficial
interest in the P&O Princess Special Voting Trust. The trust shares of
beneficial interest in the P&O Princess Special Voting Trust will entitle
Carnival shareholders to receive any distributions made by the P&O Princess
Special Voting Trust. As the sole purpose of the P&O Princess Special Voting
Trust relates to the holding of the P&O Princess special voting share, it is
not expected to make any distributions.

The P&O Princess special voting share will be voted based upon the outcome of
voting at the relevant parallel meeting of Carnival shareholders, based on the
votes cast by Carnival shareholders voting their Carnival shares.

Accounting Treatment (Page 55)

We expect to account for the DLC transaction as a purchase by Carnival of P&O
Princess. We also expect that under U.S. GAAP the DLC transaction will be
accounted for using the purchase method of accounting in accordance with
Statement of Financial Accounting Standards No. 141 "Business Combinations". In
accordance with the purchase method of accounting, the P&O Princess U.S. GAAP
accounting policies will be conformed to our accounting policies upon
completion of the DLC transaction.

United States Federal Income Tax Consequences (Page 55)

Although there is no U.S. federal income tax authority addressing the tax
consequences of a DLC transaction, we believe that the DLC transaction should
not give rise to taxable income or gain for U.S. Carnival shareholders that are
U.S. holders for U.S. federal income tax purposes. However, the IRS may assert
that U.S. Carnival shareholders received taxable income as a result of the
various voting and equalization provisions necessary to implement the DLC
structure, including the trust shares. We believe that such voting and other
rights, if any, received by shareholders are expected to have only nominal
value and, therefore, the receipt of such rights by U.S. Carnival shareholders
would only result in a nominal amount of income. It is possible, however, that
the IRS may disagree with this conclusion.

Holders of Carnival shares should consult their independent professional
advisers in the light of their particular circumstances as to the U.S. federal
income tax consequences of the DLC transaction, as well as to the effect of any
state, local or applicable foreign tax law.

Regulatory Approvals (Page 55)

The DLC transaction is conditioned upon the receipt of certain regulatory
approvals and consents. We have received clearance from the U.S. Federal Trade
Commission and the European Commission for the DLC transaction, and therefore
no further regulatory approvals are required.

No Appraisal Rights (Page 55)

You have no right to an appraisal of the value of your shares in connection
with the DLC transaction.

                                      19



Mandatory Exchange (Page 110)

In certain limited circumstances following implementation of the DLC structure,
P&O Princess shares, other than those held by us, may be subject to a mandatory
exchange for Carnival shares at the then prevailing equalization ratio. A
mandatory exchange can occur if there is a change in applicable tax laws, rules
or regulations that the board of directors of P&O Princess reasonably
determines is reasonably likely to have a material adverse effect on the
Combined Group and the exchange is approved by 66 2/3% of the shareholders of
P&O Princess and Carnival voting on a joint electorate action. A mandatory
exchange can also be triggered if there is a change in the applicable non-tax
laws, rules or regulations, as a result of which the board of directors of P&O
Princess reasonably determines that it is reasonably likely that all or a
substantial portion of the agreements that give effect to the DLC structure are
unlawful, illegal or unenforceable. Were either of these changes to occur, we
would issue additional shares to deliver to P&O Princess shareholders in
accordance with the then prevailing equalization ratio and we would own 100% of
P&O Princess. Your Carnival shares will not be subject to any mandatory
exchange for P&O Princess shares.

Partial Share Offer

In connection with the DLC transaction, we are making a Partial Share Offer to
P&O Princess shareholders to exchange all or part of their P&O Princess shares
for Carnival shares, subject to an aggregate maximum of 20% of P&O Princess'
outstanding shares. The Partial Share Offer is not being made to you. If the
DLC transaction is not completed due to lack of shareholder approval or for any
other reason, the Partial Share Offer will not be completed. The Partial Share
offer is designed to allow those P&O Princess shareholders who would prefer to
hold their interests in the Combined Group through Carnival shares listed on
the NYSE to exchange P&O Princess shares for Carnival shares if the DLC
transaction is completed. To the extent P&O Princess shares are exchanged in
the Partial Share Offer, the aggregate equity interests in the Combined Group
held through Carnival shares immediately after completion of the DLC
transaction will increase from approximately 74% to a maximum of approximately
79%. In no event will the take up of the Partial Share Offer affect the
equalization ratio.

Arison Family and Associates

Micky Arison (our Chairman and Chief Executive Officer, who will also become
the Chairman and Chief Executive Officer of P&O Princess following completion
of the DLC transaction), other members of the Arison family and trusts for
their benefit have entered into undertakings under which they will be required
to cause shares beneficially owned by them representing approximately 47% of
the voting rights in Carnival to vote in favor of the proposals at the special
meeting. These undertakings are irrevocable except in circumstances where the
DLC proposal is withdrawn or lapses.

Following completion of the DLC transaction, Micky Arison, other members of the
Arison family and trusts for their benefit will beneficially own shares
representing approximately 35% of the combined voting power of the outstanding
shares of the Combined Group. There are certain restrictions on their ability
to increase their aggregate holdings beyond 40% of the voting power of the
Combined Group, unless they acquire additional shares or voting power by making
comparable offers to acquire all the equity of the Combined Group.

We are, and following implementation of the DLC structure the Combined Group
will be, capable of carrying on its operations independently of this group of
controlling shareholders. Carnival has a policy to ensure that all transactions
and relationships between it and its affiliated entities (which would include
the controlling shareholders and entities controlled by them) are on an
arm's-length basis and also on a normal commercial basis (i.e., it may not
engage in business transactions with any affiliate on

                                      20



terms and conditions less favourable to Carnival than the terms and conditions
available at the time for comparable transactions with unaffiliated persons).
On completion of the DLC transaction, P&O Princess will adopt a similar policy
on transactions with this group of controlling shareholders so that, following
implementation of the DLC structure, any business transactions between the
Combined Group and this group of controlling shareholders will be at arm's
length and on a normal commercial basis.

Cautionary Note Concerning Factors That May Affect Future Results (Page 40)

Certain statements contained in this proxy statement/prospectus are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to us and P&O Princess and therefore, the Combined Group,
including certain statements concerning the transactions described in this
proxy statement/prospectus, future results, plans and goals and other events
which have not yet occurred. You can find many (but not all) of these
statements by looking for words like "will," "may," "believes," "expects,"
"anticipates," "forecasts," "future," intends," "plans" and "estimates" and for
similar expressions.

Because forward-looking statements involve risks and uncertainties, there are
many factors that could cause the transactions described in this proxy
statement/prospectus not to occur and/or each of our, P&O Princess' and the
Combined Group's actual results, performance or achievements to differ
materially from those expressed or implied in this proxy statement/prospectus.
These factors include, but are not limited to, regulatory and shareholder
approvals of the DLC transaction, achievement of expected benefits from the DLC
transaction, risks associated with the combination of Carnival's and P&O
Princess' businesses by means of a DLC structure and liquidity and index
inclusion as a result of the implementation of the DLC structure, including a
possible mandatory exchange.

                                      21



         SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF CARNIVAL

The selected consolidated financial data presented below for fiscal 1998
through 2002 and as of the end of each such fiscal year are derived from
Carnival's audited consolidated financial statements and should be read in
conjunction with the audited consolidated financial statements and the related
notes, including those incorporated in this proxy statement/prospectus by
reference to Carnival's Annual Report on Form 10-K/A for the year ended
November 30, 2002. Carnival's consolidated financial statements have been
prepared in accordance with U.S. GAAP, using Carnival's accounting policies.
See "Where You Can Find More Information About Carnival ".



                                                                Years Ended November 30,
-                                         ---------------------------------------------------------------
                                               2002            2001          2000       1999         1998
-                                         ----------      ----------      ---------  ---------  ---------
                                               (U.S. dollars in thousands, except per share and operating
                                                                         data)
                                                                                 
Statement of operations data/(a)/:
Revenues                                   4,368,269       4,535,751      3,778,542  3,497,470  3,009,306
Operating income                           1,042,059         891,731        982,958  1,019,699    896,524
Net income/(b)/                            1,015,941/(c)/    926,200/(c)/   965,458  1,027,240    835,885
Earnings per share/(b)/:
  Basic                                         1.73            1.58           1.61       1.68       1.40/(d)/
  Diluted                                       1.73            1.58           1.60       1.66       1.40/(d)/
Dividends declared per share                    .420            .420           .420       .375       .315/(d)/
Cash from operations                       1,469,032       1,238,936      1,279,535  1,329,724  1,091,840
Capital expenditures                       1,986,482         826,568      1,003,348    872,984  1,150,413

Other operating data:
Available lower berth days/(e)/               21,436          20,685         15,888     14,336     12,237
Passengers carried                             3,549           3,385          2,669      2,366      2,045
Occupancy percentage/(f)/                      105.2%          104.7%         105.4%     104.3%     106.3%
                                                                   As of November 30,
                                          ---------------------------------------------------------------
                                             2002/(a)/       2001/(a)/    2000/(a)/     1999         1998
-                                         ----------      ----------      ---------  ---------  ---------
                                                              (U.S. dollars in thousands)
Balance sheet and other data:
Total assets                              12,334,848/(g)/ 11,563,552/(g)/ 9,831,320  8,286,355  7,179,323
Long-term debt, excluding current portion  3,011,969       2,954,854      2,099,077    867,515  1,563,014
Total shareholders' equity                 7,417,903       6,590,777      5,870,617  5,931,247  4,285,476
Debt to capital/(h)/                            29.9%           31.1%          28.6%      15.3%      27.6%

--------
(a)From June 1997 through September 28, 2000, Carnival owned 50% of Costa
   Cruises. On September 29, 2000, Carnival completed the acquisition of the
   remaining 50% interest in Costa. Carnival accounted for this transaction
   using the purchase accounting method. Prior to the fiscal 2000 acquisition,
   Carnival accounted for its 50% interest in Costa using the equity method.
   Commencing in fiscal 2001, Costa's results of operations have been
   consolidated in the same manner as Carnival's other wholly-owned
   subsidiaries. Carnival's November 30, 2000 and subsequent consolidated
   balance sheets include Costa's balance sheet. All statistical information
   prior to 2001 does not include Costa. See Notes 5 and 17 in Carnival's 2002
   consolidated financial statements, which are incorporated by reference in
   this proxy statement/prospectus.

                                      22



(b)Effective December 1, 2001, Carnival adopted Statement of Financial
   Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
   Assets", which requires that companies stop amortising goodwill and requires
   an annual, or when events or circumstances dictate a more frequent,
   impairment review of goodwill. Accordingly, as of December 1, 2001, Carnival
   no longer amortises its goodwill. If goodwill had not been recorded for
   periods prior to December 1, 2001, Carnival's adjusted net income and
   adjusted basic and diluted earnings per share would have been as follows
   (U.S. dollars in thousands, except per share data):



                                         Years Ended November 30,
                                     ---------------------------------
                                      2001    2000     1999     1998
         -                           ------- ------- --------- -------
                                                   
         Net income                  926,200 965,458 1,027,240 835,885
         Goodwill amortization        25,480  23,046    20,666  17,074
                                     ------- ------- --------- -------
         Adjusted net income         951,680 988,504 1,047,906 852,959
                                     ======= ======= ========= =======
         Adjusted earnings per share
         Basic                          1.63    1.65      1.71    1.43
         Diluted                        1.62    1.64      1.70    1.43


(c)Carnival's net income for fiscal 2001 and 2002 includes an impairment charge
   of $140 million and $20 million, respectively, and fiscal 2001 includes a
   nonoperating net gain of $101 million from the sale of Carnival's investment
   in Airtours. In addition, fiscal 2002 included a $51 million income tax
   benefit as a result of a new Italian investment incentive, which allows
   Costa to receive an income tax benefit based on contractual expenditures
   during 2002 on construction of new ships. See Notes 4, 5 and 9 in Carnival's
   2002 consolidated financial statements, which are incorporated by reference
   in this document.

(d)The 1998 per share amounts have been adjusted to reflect a two-for-one stock
   split effective June 12, 1998.

(e)Represents the total annual passenger capacity, assuming two passengers per
   cabin, that Carnival's ships offered for sale, which is computed by
   multiplying passenger capacity by ship operating days.

(f)In accordance with cruise industry practice, occupancy percentage is
   calculated based upon two passengers per cabin even though some cabins can
   accommodate three or more passengers. The percentages in excess of 100%
   indicate that more than two passengers occupied some cabins.

(g)Effective December 1, 2000, Carnival adopted SFAS No. 133, which requires
   that all derivative instruments be recorded on Carnival's balance sheet.
   Total assets at November 30, 2001 and 2002 included $567 million and $178
   million, respectively, which represents the fair value of hedged firm
   commitments. See Note 2 in Carnival's 2002 consolidated financial
   statements, which are incorporated by reference in this document.

(h)Represents the percentage of total debt to the sum of total debt and
   shareholders' equity.

                                      23



              SELECTED HISTORICAL FINANCIAL DATA OF P&O PRINCESS

The selected financial data of P&O Princess presented below for fiscal 1998
through 2002 and as of the end of each such fiscal year are derived from P&O
Princess' audited consolidated financial statements and should be read in
conjunction with the audited consolidated financial statements and notes to
those accounts incorporated by reference in this proxy statement/prospectus.

P&O Princess' consolidated financial statements are presented on the basis that
P&O Princess' cruise business and subsidiaries were part of its business and
subsidiaries for all years presented or, if not owned by P&O Princess at all
times during such period, from the date such businesses and subsidiaries were
acquired by P&O Princess and/or until the date on which P&O Princess disposed
of them, as applicable.

P&O Princess' consolidated financial statements have been prepared using P&O
Princess' accounting policies in accordance with UK GAAP, which differ in some
respects from U.S. GAAP. The notes to the P&O Princess audited consolidated
financial statements for the year ended December 31, 2002, which are
incorporated by reference in this proxy statement/prospectus, provide a
description of the principal differences between U.S. GAAP and UK GAAP as they
relate to P&O Princess and a reconciliation to U.S. GAAP of certain financial
statement items.



                                                                    Years ended December 31, (restated)/(c)/
-                                                          ---------------------------------------------------------
                                                                2002          2001        2000    1999/(a)/ 1998/(a)/
                                                           --------       --------      --------  --------  --------
                                                            (U.S. dollars in millions, except per share and per ADS
                                                                                  information)
                                                                                             
Selected profit and loss information:
UK GAAP
Turnover                                                    2,526.8        2,451.0       2,423.9   2,111.6   1,852.4
Net operating costs                                        (2,228.1)/(b)/ (2,089.7)     (2,050.8) (1,723.3) (1,509.2)
                                                           --------       --------      --------  --------  --------
Group operating profit                                        298.7          361.3         373.1     388.3     343.2
Share of operating results of joint ventures                     --            0.1           0.5        --       0.3
                                                           -              --------      --------  --------  --------
Total operating profit                                        298.7          361.4         373.6     388.3     343.5
Non-operating profit/(loss)                                     1.2           (1.9)         (6.5)     (4.8)       --
                                                                -         --------      --------  --------  --------
Profit on ordinary activities before interest                 299.9          359.5         367.1     383.5     343.5
Net interest and similar items                                (74.0)         (58.0)        (49.1)    (25.7)    (31.4)
                                                              -----       --------      --------  --------  --------
Profit on ordinary activities before taxation                 225.9          301.5         318.0     357.8     312.1
Taxation/(c)/                                                 (17.1)          81.7/(f)/    (57.2)    (73.6)    (88.8)
                                                              -----       --------      --------  --------  --------
Profit on ordinary activities after taxation                  208.8          383.2         260.8     284.2     223.3
Equity minority interests                                        --           (0.1)         (2.6)     (0.5)       --
                                                           -              --------      --------  --------  --------
Profit for the financial year attributable to shareholders    208.8          383.1         258.2     283.7     223.3
                                                              ---         --------      --------  --------  --------


                                      24





                                         Years ended December 31, (restated)/(c)/
-                                       -------------------------------------------
                                        2002      2001      2000  1999/(a)/ 1998/(a)/
                                        ----- -----         ----- --------  --------
                                                             
                                         30.2  55.4/(f)/     38.1   41.7      32.8
Diluted earnings per share (cents)/(g)/  30.0  55.2/(f)/     38.1   41.7      32.8
Basic earnings per ADS (cents)/(g)/     120.8 221.6         152.4  166.8     131.2
Diluted earnings per ADS (cents)        120.0 220.8         152.4  166.8     131.2
Fixed charge cover/(d)/                   2.9   3.8           4.8    8.7       6.6
Dividend per share (cents)               12.0  12.0          12.0     --        --
Dividend per ADS (cents)                 48.0  48.0          48.0     --        --
U.S. GAAP
Net income                              212.9 425.2/(e)(f)/ 253.7  267.7     222.4
Basic earnings per share (cents)(g)      30.7  61.5          37.1   39.3      32.6
Diluted earnings per share (cents)(g)    30.6  61.2          37.1   39.3      32.6
Basic earnings per ADS (cents)          122.8 246.0         148.4  157.1     130.5
Diluted earnings per ADS (cents)        122.4 244.8         148.4  157.1     130.5

--------
(a)Prior to the de-merger of P&O Princess from The Peninsular and Oriental
   Steam Navigation Company in 2000, no combined financial statements had been
   prepared for the companies and businesses comprising P&O Princess. The
   financial information for fiscal years 1998 and 1999 has been extracted from
   KPMG Audit Plc's accountants' report on P&O Princess contained in the
   listing particulars dated September 26, 2000 which were prepared for the
   de-merger.
(b)In fiscal 2002, net operating costs under UK GAAP included U.S.$117.0
   million of transaction costs.
(c)At January 1, 2002, P&O Princess adopted FRS 19. The 2001 balance sheet was
   restated to reflect full provision for deferred tax, an increase in deferred
   tax liabilities of $108.1 million. The tax credit for the year to December
   31, 2001 has been increased to reflect the elimination of the majority of
   future potential tax liabilities upon P&O Princess' election to enter the UK
   tonnage tax regime by $96.8 million. The profit and loss account and balance
   sheet information for each of the three years ended December 31, 2000 have
   also been restated for the adoption of Financial Reporting Standard 19:
   Deferred Tax.
(d)Defined as profit before fixed charges (excluding capitalized interest) and
   taxation divided by fixed charges. Fixed charges consist of the net interest
   expense in the profit and loss account, interest capitalized in respect of
   ships and other fixed assets and an estimate of the interest implicit in
   operating lease rentals.
(e)At January 1, 2001, P&O Princess adopted SFAS No. 133. The cumulative effect
   of the change in this accounting policy at that date was a charge of $9.0
   million, which is included in net income for fiscal 2001. The basic and
   diluted earnings per share for fiscal 2001 is after the cumulative effect of
   the change in this accounting principle.
(f)Under UK GAAP the year ended December 31, 2001 includes a tax credit of
   $97.5 million, comprising a credit from the release of deferred tax on entry
   into the tonnage tax regime of $192.5 million and tax charges arising from
   internal corporate restructuring of $95.0 million. The U.S. GAAP tax credit
   for the year ended December 31, 2001 is for the release of deferred taxes.
(g)  EffectiveJanuary 1, 2002, P&O Princess adopted SFAS No 142, which requires
              that companies stop amortizing goodwill and requires an annual,
              or when events or circumstances dictate a more frequent,
              impairment review of goodwill. Accordingly, as of January 1, 2002
              P&O Princess no longer amortizes its goodwill. If goodwill had
              not been recorded for periods prior to January 1, 2002 P&O
              Princess' adjusted net income and adjusted basic and diluted
              earnings per share would have been as follows:



                                          Year Ended December 31,
                                          ---------------------------
                                          2001   2000   1999   1998
                                          -----  -----  -----  -----
                                          (U.S. dollars in thousands,
                                          except per share data)
                                                   
              Net income                  425.2  253.7  267.7  222.4
              Goodwill amortization         2.9    2.0    1.0    0.8
                                          -----  -----  -----  -----
              Adjusted net income         428.1  255.7  268.7  223.2
                                          -----  -----  -----  -----
              Adjusted earnings per share

                Basic                      61.9   37.4   39.4   32.7
                Diluted                    61.6   37.4   39.4   32.7



                                      25





                                                       At December 31, (restated)/(c)/
                                              ------------------------------------------------
                                                2002      2001      2000      1999      1998
                                              --------  --------  --------  --------  --------
                                                         (U.S. dollars in millions)
                                                                       
Selected balance sheet information:
UK GAAP
Fixed assets                                   5,772.8   4,418.3   3,959.5   3,258.3   2,949.7
Current assets                                   558.9     451.4     649.3     406.7     382.4
                                              --------  --------  --------  --------  --------
Total assets                                   6,331.7   4,869.7   4,608.8   3,665.0   3,332.1
                                              --------  --------  --------  --------  --------
Other creditors and provisions                (1,000.9)   (847.0) (1,190.4) (1,343.8) (1,494.4)
Creditors: amounts falling due after one year (2,516.8) (1,393.1) (1,062.7)   (216.7)   (139.7)
                                              --------  --------  --------  --------  --------
Total liabilities                             (3,517.7) (2,240.1) (2,253.1) (1,560.5) (1,634.1)
Equity minority interests                         (0.2)     (0.2)     (0.2)     (7.7)       --
                                              --------  --------  --------  --------  --------
Consolidated shareholders' funds               2,813.8   2,629.4   2,355.5   2,096.8   1,698.0
                                              --------  --------  --------  --------  --------
U.S. GAAP
Total assets                                   6,368.9   4,996.3   4,460.7   3,571.3   3,252.1
Long-term obligations                         (2,623.6) (1,641.8) (1,275.5)   (416.1)   (296.8)
Consolidated shareholders' funds               2,724.9   2,551.8   2,296.3   2,006.8   1,622.0


                                      26



                  SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The following selected unaudited pro forma financial data give pro forma effect
to the DLC transaction, after giving effect to the pro forma adjustments
described in the notes accompanying the unaudited pro forma financial
information of the Combined Group included in this proxy statement/prospectus.
We have prepared the unaudited pro forma financial information from, and you
should read the data in conjunction with, the historical consolidated financial
statements, including the related notes, of Carnival and P&O Princess that we
have incorporated by reference in this proxy statement/prospectus.

We have prepared the unaudited pro forma financial data in accordance with U.S.
GAAP and in accordance with Carnival's accounting policies under U.S. GAAP.
U.S. GAAP differs in certain respects from UK GAAP, and Carnival's accounting
policies under U.S. GAAP differ in certain respects from P&O Princess'
accounting policies under UK GAAP and U.S. GAAP. The notes to the P&O Princess
audited consolidated financial statements for the year ended December 31, 2002,
which are incorporated by reference in this proxy statement/prospectus,
describe the principal differences between U.S. GAAP and UK GAAP as they relate
to P&O Princess.

Selected Unaudited Pro Forma Financial Data For The Combined Group in U.S. GAAP
               (U.S. Dollars In Millions, Except Per Share Data)

Pro Forma Combined Statement of Operations Data:



                                                 For the Year
                                                    Ended
                                                 November 30,
                                                     2002
                                                 ------------
                                              
                   Revenues                         6,891.2
                   Costs and expenses
                   Operating                       (3,892.7)
                   Selling and administrative        (972.8)
                   Depreciation and amortization     (551.5)
                   Impairment charge                  (20.0)
                                                   --------
                                                   (5,437.0)
                                                   --------
                   Operating income                 1,454.2

                   Nonoperating (expense) income
                   Net interest expense              (157.4)
                   Other expense                       (3.0)
                                                   --------
                                                     (160.4)
                                                   --------

                   Income before income taxes       1,293.8

                   Income tax benefit                  39.5
                                                   --------
                   Net income                       1,333.3
                                                   ========
                   Earnings per share
                   Basic (U.S.$)                       1.67
                   Diluted (U.S.$)                     1.67


                                      27



Pro Forma Combined Balance Sheet Data:



                                                          November 30,
                                                              2002
                                                          ------------
                                                       
          Assets
          Current assets
          Cash and cash equivalents                            828.8
          Short-term investments                                39.0
          Accounts receivable, net                             237.6
          Inventories                                          178.7
          Prepaid expenses and other                           320.1
          Fair value of derivative contracts                     7.3
          Fair value of hedged firm commitments                 78.4
                                                           ---------
           Total current assets                              1,689.9

          Property and Equipment, Net                       15,733.9
          Goodwill and Intangible Assets, Net                3,605.5
          Other Assets                                         294.3
          Fair Value of Hedged Firm Commitments                109.1
          Fair Value of Derivative Contracts                    54.6
                                                           ---------
                                                            21,487.3
                                                           =========
          Liabilities and Shareholders' Equity
          Current liabilities
          Current portion of long-term debt                    275.6
          Accounts payable                                     452.9
          Accrued liabilities                                  543.8
          Customer deposits                                  1,253.3
          Dividends payable                                     61.6
          Fair value of derivative contracts                   125.4
                                                           ---------
           Total current liabilities                         2,712.6

          Long-Term Debt                                     5,576.7
          Deferred Income and Other Long-Term Liabilities      283.9
          Fair Value of Derivative Contracts                   115.4
          Shareholders' Equity                              12,798.7
                                                           ---------
                                                            21,487.3
                                                           =========



                                      28



                          COMPARATIVE PER SHARE DATA

The following table sets forth selected historical and pro forma per share data
for Carnival and historical and pro forma equivalent per share data for P&O
Princess prepared in accordance with U.S. GAAP. The unaudited pro forma net
income and book value data give effect to the transaction as if it was
completed on November 30, 2002 for balance sheet purposes and December 1, 2001
for statement of operations purposes and are based on the unaudited pro forma
combined financial information of Carnival and P&O Princess prepared in
accordance with U.S. GAAP included in this proxy statement/prospectus. The
unaudited pro forma per share data should be read in conjunction with the
historical audited and unaudited consolidated financial statements and related
notes of Carnival included in "Selected Historical Financial and Operating Data
of Carnival" and the historical audited and unaudited consolidated financial
statements and related notes of P&O Princess included in "Selected Historical
Financial Data of P&O Princess". The P&O Princess pro forma equivalent per
share data were calculated by multiplying the Carnival pro forma per share data
by an exchange ratio of 0.3004.

The unaudited pro forma combined per share data may not be indicative of the
operating results or financial position that would have occurred if the DLC
transaction had been completed at the beginning of the period indicated, and
may not be indicative of future operating results or financial position.

Statement of Operations Data:



                          For the Year                                      For the Year
                             Ended                                             Ended
                          November 30,                                      December 31,
                              2002                                              2002
                         --------------                                    --------------
                         (U.S. dollars)                                    (U.S. dollars)
                                                                  
CARNIVAL--HISTORICAL                    P&O PRINCESS--HISTORICAL
Net income per share                    Net income per share/(1)/
   Basic                      1.73         Basic                               0.307
   Diluted                    1.73         Diluted                             0.306
Cash dividends per share      0.42      Cash dividends per share               0.12

CARNIVAL--PRO FORMA                     P&O PRINCESS--PRO FORMA EQUIVALENT
Net income per share                    Net income per share
   Basic                      1.67         Basic                               0.50
   Diluted                    1.67         Diluted                             0.50
Cash dividends per share      0.42      Cash dividends per share               0.126


Balance Sheet Data:



                     At November 30, 2002
                     --------------------
                                                                              Pro Forma
                                                                            Equivalent at
                                   Pro                         December 31,   November
                     Historical   Forma                            2002       30, 2002
                     ----------   -----                        ------------ -------------
                      (U.S. dollars)                                 (U.S. dollars)
                                                             
CARNIVAL                                  P&O PRINCESS
Book value per share   12.64      16.01   Book value per share     3.93         4.81

--------
(1)The historical net income per share includes $0.15 per share under U.S. GAAP
   related to $105.1 million of P&O Princess transaction costs and break-up
   fees related to the Royal Caribbean terminated transaction and the Carnival
   DLC transaction.

                                      29



                           COMPARATIVE STOCK PRICES

The following table sets out (i) the closing middle-market quotations for P&O
Princess shares as derived from the London Stock Exchange Daily Official List,
(ii) the closing price per P&O Princess ADSs as reported on the NYSE Composite
Transactions Tape, (iii) the closing stock price of Carnival shares as reported
on the NYSE Composite Transactions Tape, (iv) the "equivalent per ordinary
share price" (as defined below) of P&O Princess shares and (v) the "equivalent
per ADS price" (as defined below) of P&O Princess ADSs on:

..  November 19, 2001 (the last business day prior to the date of the
   announcement that P&O Princess and Royal Caribbean announced that they had
   entered into an agreement to implement a dual listed company structure);

..   October 23, 2002 (the last business day prior to the public announcement of
    pre-conditional proposal for the DLC transaction and the Partial Share
    Offer); and

..   March 12, 2003 (the latest practicable date prior to the mailing of this
    document).

The "equivalent per ordinary share price" of the P&O Princess shares and the
"equivalent per ADS price" of P&O Princess ADSs represents the value that would
have been received by a P&O Princess shareholder accepting the Partial Share
Offer for each P&O Princess share or P&O Princess ADS at these prices of
Carnival shares, calculated by multiplying the applicable middle-market
quotation for Carnival shares by 0.3004 and 1.2016, respectively, which is the
fraction of a Carnival share being offered in exchange for each of the issued
P&O Princess shares and P&O Princess ADSs, respectively, in the Partial Share
Offer.



                                                                    P&O
                                                        P&O       Princess
                          P&O       P&O    Carnival   Princess   equivalent
                        Princess  Princess  common   equivalent   per ADS
                        ordinary    ADSs    shares  per ordinary   price
                         shares   (in U.S. (in U.S. share price   (in U.S.
                       (in pence) dollars) dollars)  (in pence)   dollars)
                       ---------- -------- -------- ------------ ----------
                                                  
     November 19, 2001   317.00    18.10    26.11      554.5       31.37
     October 23, 2002    455.00    29.35    26.00      504.3       31.24
     March 12, 2003      343.25    22.68    20.75      386.5       24.93


                                      30



                                 RISK FACTORS

In addition to the other information contained in or incorporated by reference
into this proxy/prospectus (including the risk factors contained in Carnival's
Annual Report on Form 10-K for the year ended November 30, 2002 and P&O
Princess' Annual Report on Form 20-F for the year ended December 31, 2002), you
should consider the following risk factors before deciding how to vote on the
DLC transaction.

Risks relating to the DLC transaction

Benefits from the DLC structure may not be achieved to the extent or within the
time period currently expected, which could eliminate, reduce and/or delay the
improvements in cost savings and operational efficiencies expected to be
generated by the DLC structure.

Following completion of the DLC transaction, we and P&O Princess will be
managed as if we were a single economic enterprise. We expect the combination
of Carnival and P&O Princess under the DLC structure to enable us to achieve
cost savings through synergies as well as enhanced operational efficiencies.
However, we may encounter substantial difficulties during this process that
could eliminate, reduce and/or delay the realization of the cost savings and
synergies that we currently expect. Among other things, these difficulties
could include:

..  loss of key employees;

..  inconsistent and/or incompatible business practices, operating procedures,
   information systems, financial controls and procedures, cultures and
   compensation structures between us and P&O Princess;

..  unexpected integration issues and higher than expected integration costs; and

..  the diversion of management's attention from day-to-day business as a result
   of the need to deal with integration issues.

As a result of these difficulties, the actual cost savings and synergies
generated by the DLC structure may be less, and may take longer to realize,
than we currently expect.

The structure of the DLC transaction involves risks not associated with the
more common ways of combining the operations of two companies and these risks
may have an adverse effect on the economic performance of the companies and/or
their respective share prices.

The DLC structure is a relatively uncommon way of combining the management and
operations of two companies and it involves different issues and risks than
those associated with the other more common ways of effecting such a
combination, such as a merger or exchange offer to create a wholly owned
subsidiary. In the DLC transaction, the combination will be effected primarily
by means of contracts between us and P&O Princess and not by operation of a
statute or court order. The legal effect of these contractual rights may be
different than the legal effect of a merger or amalgamation under statute or
court order and there may be difficulties in enforcing these contractual
rights. In addition, the contracts will be enforceable only by the companies
and not directly by their shareholders. Nevertheless, shareholders of either
company might challenge the validity of the contracts or their lack of standing
to enforce rights under these contracts, and courts may interpret or enforce
these contracts in a manner inconsistent with the express provisions and
intentions of Carnival and P&O Princess expressed in such contracts. In
addition, shareholders of other companies might successfully challenge other
dual listed company structures and establish legal precedents that could
increase the risk of a successful challenge to the DLC transaction. The
Combined Group will maintain two separate public companies and comply with both
Panamanian corporate law and English company and securities laws and different
regulatory and stock exchange requirements in the UK and the U.S. This is
likely to require more administrative time and cost than is currently the case
for each company, which may have an adverse effect on the Combined Group's
operating efficiency.

                                      31



The shares of Carnival and P&O Princess may not trade in line with the
equalization ratio.

The economic interests of the shares of Carnival and P&O Princess will be
contractually aligned in accordance with the equalization ratio. However,
because the shares of the two companies will remain outstanding, will not be
exchangeable for each other at the option of the shareholder and will primarily
trade in separate markets with different characteristics and in different
currencies, the relative market prices of the shares of Carnival and P&O
Princess may not exactly reflect the equalization ratio. P&O Princess shares
could trade at a discount to the Carnival shares because P&O Princess shares
will represent between 21% and 26% of the equity of the Combined Group.

Courts may interpret or enforce the contracts and other instruments that effect
the DLC structure in a manner inconsistent with the express provisions and
intentions of Carnival and P&O Princess.

Various provisions of the Equalization and Governance Agreement, the companies'
articles and the cross guarantees are intended to ensure that, as far as
practicable, the shareholders of the Combined Group are treated equitably in
the event of insolvency of either or both companies and in accordance with the
equalization ratio, regardless of where the assets of the Combined Group
reside. Courts may interpret or enforce these contracts in a manner
inconsistent with the express provisions and intentions of Carnival and P&O
Princess expressed in such contracts. For instance, a bankruptcy court may not
choose to follow our contractual way of allocating liabilities and assets.
Therefore, were assets transferred between the two companies, a court, faced
with the liquidation or dissolution of either company, may not adhere to the
equalization ratio and the rights of shareholders of the company from which
assets were transferred may be adversely affected.

Economic returns on shares of Carnival and P&O Princess will be dependent upon
the economic performance of the Combined Group and the inability of one company
to pay dividends may limit or prevent the payment of dividends by the other.

Upon implementation of the DLC structure, the dividends paid on shares of
Carnival and P&O Princess will depend primarily on the economic performance of
the assets of both companies of the Combined Group. Therefore, the past
performance of P&O Princess shares and Carnival shares may not reflect the
future performance of these shares. Additionally, if one company is unable to
pay dividends on its shares, the other company must make such payments to the
other and/or scale back its dividend in order to equalize the distributions in
accordance with the equalization ratio. After taking into consideration the
actions necessary to equalize such distributions, both companies may be limited
in their ability, or unable, to pay dividends.

Changes under the Internal Revenue Code, applicable U.S. income tax treaties,
and the uncertainty of the DLC structure under the Internal Revenue Code may
adversely affect the U.S. federal income taxation of the U.S. source shipping
income of the Combined Group.

We and P&O Princess believe that substantially all of the U.S. source shipping
income of each of Carnival and P&O Princess qualifies for exemption from U.S.
federal income tax, either under:

   .   Section 883 of the Internal Revenue Code;

   .   as appropriate in the case of P&O Princess and its UK resident
       subsidiaries, under the U.S.-UK Income Tax Treaty; or

   .   other applicable U.S. income tax treaties,

                                      32



and should continue to so qualify after completion of the DLC transaction.
There is, however, no existing U.S. federal income tax authority that directly
addresses the tax consequences of implementation of a dual listed company
structure such as the DLC structure for purposes of Section 883 or any other
provision of the Internal Revenue Code or any income tax treaty and,
consequently, the matters discussed above are not free from doubt. See "The
Combined Group--Taxation of the Combined Group--U.S. Taxation."

To date no final U.S. Treasury regulations or other definitive interpretations
of the relevant portions of Section 883 have been promulgated, although
regulations have been proposed. Any such final regulations or official
interpretations could differ materially from our interpretation of this
Internal Revenue Code provision and, even in the absence of differing
regulations or official interpretations, the Internal Revenue Service might
successfully challenge either or both Carnival's and P&O Princess'
interpretation. In addition, the provisions of Section 883 are subject to
change at any time by legislation. Moreover, changes could occur in the future
with respect to the trading volume or trading frequency of Carnival shares
and/or P&O Princess shares on their respective exchanges or with respect to the
identity, residence, or holdings of Carnival's and/or P&O Princess' direct or
indirect shareholders that could affect the eligibility of Carnival and its
subsidiaries and/or certain members of the P&O Princess Group otherwise
eligible for the benefits of Section 883 to qualify for the benefits of the
Section 883 exemption. Accordingly, it is possible that Carnival and its
ship-owning or operating subsidiaries and/or certain members of the P&O
Princess Group whose tax exemption is based on Section 883 may lose this
exemption. If any such corporation were not entitled to the benefits of Section
883, it would be subject to U.S. federal income taxation on a portion of its
income, which would reduce the net income of such corporation. As used in this
proxy statement/prospectus, "P&O Princess Group" means P&O Princess, its
subsidiaries and its subsidiary undertakings.

As noted above, P&O Princess believes that substantially all of the U.S. source
shipping income of P&O Princess and its UK resident subsidiaries qualifies for
exemption from U.S. federal income tax under the U.S.-UK Income Tax Treaty. The
U.S.-UK Income Tax Treaty has been renegotiated and signed but is pending
ratification by the U.S. P&O Princess believes that substantially all of the
U.S. source shipping income of the companies referred to above should qualify
for exemption from U.S. federal income tax under such treaty if, and as of
when, the pending treaty comes into force. In addition, certain companies of
the Combined Group may rely on other U.S. income tax treaties for similar
exemptions from U.S. taxation on U.S. source shipping income. We and P&O
Princess do not believe that the DLC transaction will affect the ability of
these corporations to continue to qualify for such treaty benefits. There is,
however, no authority that directly addresses the effect, if any, of DLC
arrangements or the availability of benefits under the treaties and,
consequently, the matter is not free from doubt.

These treaties may be abrogated by either applicable country, replaced or
modified with new agreements that treat shipping income differently than under
the agreements currently in force. If any of the corporations discussed in the
paragraph above that currently qualify for exemption from U.S. source shipping
income under any applicable U.S. income tax treaty do not qualify for benefits
under the existing treaties or if the existing treaties are abrogated, replaced
or materially modified in a manner adverse to the interests of any such
corporation and, with respect to U.S. federal income tax only, such corporation
does not qualify for Section 883 exemption, such corporation may be subject to
U.S. federal income taxation on a portion of its income, which would reduce the
net income of any such corporation.

                                      33



A small group of shareholders will collectively own approximately 35% of the
total combined voting power of the outstanding shares of the Combined Group and
may be able to effectively control the outcome of shareholder voting.

A group of shareholders, comprising certain members of the Arison family,
including Micky Arison, and trusts established for their benefit, which
currently beneficially owns approximately 47% of the voting power of Carnival,
will own shares entitled to constitute a quorum at shareholder meetings and to
cast approximately 35% of the total combined voting power of the outstanding
shares of the Combined Group. Depending upon the nature and extent of the
shareholder vote, this group of shareholders may have the power to effectively
control, or at least to influence substantially, the outcome of shareholder
votes and, therefore, the corporate actions requiring such votes.

Following completion of the DLC transaction, fewer shares of P&O Princess will
be required to approve resolutions at P&O Princess shareholder meetings than
would otherwise be the case because:

   .   P&O Princess shares acquired by Carnival in the Partial Share Offer
       (potentially up to 20% of its outstanding shares) or otherwise generally
       will not have voting rights; and

   .   votes at P&O Princess shareholder meetings generally will be carried out
       based on the percentage of shares voting, rather than based on the
       number of shares outstanding.

Provisions in the Carnival and P&O Princess governing documents may prevent or
discourage takeovers and business combinations that shareholders in the
Combined Group might consider in their best interests.

Our articles of incorporation and by-laws and P&O Princess' articles will
contain provisions that may delay, defer, prevent or render more difficult a
takeover attempt that shareholders in the Combined Group might consider to be
in their best interests. For instance, these provisions may prevent
shareholders in the Combined Group from receiving a premium to the market price
of Carnival shares and/or P&O Princess shares offered by a bidder in a takeover
context. These additional takeover restrictions provide, generally, that no
person will be able to obtain control of the Combined Group without making an
offer to the shareholders of both companies on equivalent terms. Even in the
absence of a takeover attempt, the existence of these provisions may adversely
affect the prevailing market price of Carnival shares or P&O Princess shares if
they are viewed as discouraging takeover attempts in the future.

Specifically, our articles of incorporation contain provisions that prevent
third parties, other than the Arison family and trusts for their benefit, from
acquiring beneficial ownership of more than 4.9% of the outstanding Carnival
shares without the consent of our board of directors and provide for the lapse
of rights, and sale, of any shares acquired in excess of that limit. In
addition, our and P&O Princess' governing documents will contain provisions
that would apply some of the anti-takeover protections provided by the UK
Takeover Code to both companies. No third party, other than the Arison family
and trusts for their benefit, may acquire additional shares or voting control
over shares in either company, if such person would then be able to cast 30% or
more of the votes which could be cast on a joint electorate action, without
making an equivalent offer for the other company. Our articles and by-laws will
provide that Carnival shareholders cannot act by written consent. The combined
effect of these provisions may preclude third parties from seeking to acquire a
controlling interest in either company in transactions that shareholders might
consider to be in their best interests and may prevent them from receiving a
premium above market price for their shares. These provisions may only be
amended by both sets of shareholders, voting separately as a class, in a class
rights action.

Risks relating to the Combined Group's businesses

The Combined Group may lose business to competitors throughout the vacation
market.

The Combined Group will operate in the vacation market, and cruising is one of
many alternatives for people choosing a vacation. The Combined Group will
therefore risk losing business not only to other

                                      34



cruise lines, but also to other vacation operators that provide other leisure
options, including hotels, resorts and package holidays and tours.

The Combined Group will face significant competition from other cruise lines,
both on the basis of cruise pricing and also in terms of the nature of ships
and services it will offer to cruise passengers. The Combined Group's principal
competitors within the cruise vacation industry will include:

..   Royal Caribbean Cruises Ltd., which owns Royal Caribbean International and
    Celebrity Cruises;

..   Norwegian Cruise Line and Orient Lines;

..   Disney Cruise Line;

..   MyTravel's Sun Cruises, Thomson, Saga and Fred Olsen in the UK;

..   Festival Cruises, Hapag-Lloyd, Peter Deilmann and Phoenix Reisen in Germany;

..   Festival Crusies, Mediterranean Shipping Cruises, Royal Olympia Cruises and
    Louis Cruise Line in southern Europe;

..   Crystal Cruises;

..   Radisson Seven Seas Cruise Line; and

..   Silversea Cruises.

The Combined Group will also compete with land-based vacation alternatives
throughout the world, including, among others, resorts and hotels located in
Las Vegas, Nevada, Orlando, Florida, various Caribbean, Mexican, Bahamian and
Hawaiian Island destination resorts and numerous vacation destinations
throughout Europe and the rest of the world.

In the event that the Combined Group does not compete effectively with other
vacation alternatives and cruise companies, its market share could decrease and
its results of operations and financial condition could be adversely affected.

Overcapacity within the cruise and competing land-based vacation industry could
have a negative impact on net revenue yields, increase operating costs, result
in ship asset impairments and could adversely affect profitability.

Cruising capacity has grown in recent years and we and P&O Princess expect it
to continue to increase over the next three and a half years as all of the
major cruise vacation companies are expected to introduce new ships. In order
to utilize new capacity, the cruise vacation industry will need to increase its
share of the overall vacation market. The overall vacation market is also
facing increases in land-based vacation capacity, which also will impact the
Combined Group. Failure of the cruise vacation industry to increase its share
of the overall vacation market could have a negative impact on the Combined
Group's net revenue yields. Should net revenue yields be negatively impacted,
the Combined Group's results of operations and financial condition could be
adversely affected, including the impairment of the value of its ship assets.
In addition, increased cruise capacity could impact the Combined Group's
ability to retain and attract qualified crew at competitive costs and,
therefore, increase the Combined Group's shipboard employee costs.

The international political and economic climate and other world events
affecting safety and security could adversely affect the demand for cruises and
could harm the Combined Group's future sales and profitability.

Demand for cruises and other vacation options has been, and is expected to
continue to be, affected by the public's attitude towards the safety of travel,
the international political climate and the political climate of destination
countries. Events such as the terrorist attacks in the U.S. on September 11,
2001

                                      35



and the threat of additional attacks, the outbreak of hostilities or war or
concerns that hostilities or war might break out, including the possibility of
military action against Iraq, and national government travel advisories,
together with the resulting political instability and concerns over safety and
security aspects of traveling, have had a significant adverse impact on demand
and pricing in the travel and vacation industry and may continue to do so in
the future. Demand for cruises is also likely to be increasingly dependent on
the underlying economic strength of the countries from which cruise companies
source their passengers. Economic or political changes that reduce disposable
income or consumer confidence in the countries from which the Combined Group
will source its passengers may affect demand for vacations, including cruise
vacations, which are a discretionary purchase. Decreases in demand could lead
to price discounting which, in turn, could reduce the profitability of its
business.

The debt rating of the Combined Group may be downgraded from our current
rating, and for this or other reasons the Combined Group may not be able to
obtain financing on terms that are favorable or consistent with its
expectations.

Access to financing for the Combined Group will depend on, among other things,
the maintenance of strong long-term credit ratings. Our debt is currently rated
"A" by Standard & Poor's, "A2" by Moody's Investor Services and "A" by
FitchRatings. P&O Princess' debt is currently rated "BBB" by Standard & Poor's,
"Baa3" by Moody's and "BBB+" by FitchRatings. As a result of the DLC
transaction, the debt rating of the Combined Group may be downgraded from our
current ratings although it is expected to remain a strong investment grade
rating.

We believe our current external sources of liquidity, including committed
financings, and cash on hand, together with forecasted cash flows from future
operations, will be sufficient to fund most or all of the capital projects,
debt service requirements, dividend payments and working capital needs of the
Combined Group.

The forecasted cash flow from future operations for the Combined Group, as well
as the credit ratings of each of us and P&O Princess, may be adversely affected
by various factors, including, but not limited to, declines in customer demand,
increased competition, overcapacity, the deterioration in general economic and
business conditions, terrorist attacks, ship incidents, adverse publicity and
increases in fuel prices, as well as other factors noted under these risk
factors and the "Cautionary Note Concerning Factors That May Effect Future
Results" section below. To the extent that the Combined Group is required, or
chooses, to fund future cash requirements, including future shipbuilding
commitments, from sources other than cash flow from operations, cash on hand
and current external sources of liquidity, the Combined Group will have to
secure such financing from banks or through the offering of debt and/or equity
securities in the public or private markets.

The future operating cash flow of the Combined Group may not be sufficient to
fund future obligations, and the Combined Group may not be able to obtain
additional financing, if necessary, at a cost that meets its expectations.
Accordingly, the financial results of the Combined Group could be adversely
affected.

If P&O Princess loses eligibility for inclusion in the FTSE 100 or Carnival is
removed from the S&P 500, it may become more difficult for either company to
access the equity capital markets.

Our shares will remain listed on the NYSE and are expected to continue to be
included in the S&P 500. P&O Princess' shares will remain listed on the LSE and
are expected to remain eligible for inclusion in the FTSE series of indices and
are expected to continue to be included with full weighting in the FTSE 100. If
P&O Princess loses eligibility for inclusion in the FTSE 100 or Carnival is
removed from the S&P 500, it may become more difficult for either company to
access the equity capital markets.

                                      36



Conducting business internationally can result in increased costs.

The Combined Group will operate the businesses of Carnival and P&O Princess
internationally and plans to continue to develop its international presence.
Operating internationally exposes the Combined Group to a number of risks,
including:

..   currency fluctuations;

..   interest rate movements;

..   the imposition of trade barriers and restrictions on repatriation of
    earnings;

..   political risks;

..   risk of increases in duties, taxes and governmental royalties; and

..   changes in laws and policies affecting cruising, vacation or maritime
    businesses or the governing operations of foreign-based companies.

If the Combined Group is unable to address these risks adequately, its results
of operations and financial condition could be adversely affected.

Accidents and other incidents at sea or adverse publicity concerning the cruise
industry or the Combined Group could affect the Combined Group's reputation and
harm its future sales and profitability.

The operation of cruise ships involves the risk of accidents, illnesses,
mechanical failures and other incidents at sea, which may bring into question
passenger safety, health, security and vacation satisfaction and thereby
adversely affect future industry performance. Incidents involving passenger
cruise ships could occur and could adversely affect future sales and
profitability. In addition, adverse publicity concerning the vacation industry
in general or the cruise industry or the Combined Group in particular could
impact demand and, consequently, have an adverse impact on the Combined Group's
profitability.

Operating, financing and tax costs are subject to many economic and political
factors that are beyond the Combined Group's control, which could result in
increases in operating and financing costs.

Some of the Combined Group's operating costs, including fuel, food, insurance
and security costs, are subject to increases because of market forces and
economic or political instability beyond the Combined Group's control. In
addition, interest rates and the Combined Group's ability to secure debt or
equity financing, including in order to finance the purchase of new ships, are
dependent on many economic and political factors. Actions by U.S. and non-U.S.
taxing jurisdictions could also cause an increase in the Combined Group's
costs. Increases in operating, financing and tax costs could adversely affect
the Combined Group's results because the Combined Group may not be able to
recover these increased costs through price increases of its cruise vacations.

Environmental legislation and regulations could affect operations and increase
operating costs.

Some environmental groups have lobbied for more stringent regulation of cruise
ships. Some groups also have generated negative publicity about the cruise
industry and its environmental impact. The U.S. Environmental Protection Agency
is considering new laws and rules to manage cruise ship waste.

                                      37



Alaskan authorities are currently investigating an incident that occurred in
August 2002 on board Holland America's Ryndam involving a wastewater discharge
from the ship. As a result of this incident, various Ryndam ship officers have
received grand jury subpoenas from the U.S. Attorney's office in Alaska. If the
investigation results in charges being brought, sanctions could include a
prohibition of operations in Alaska's Glacier Bay National Park and Preserve
for a period of time.

In addition, pursuant to a settlement with the U.S. government in April 2002,
we pled guilty to certain environmental violations. We were sentenced under a
plea agreement pursuant to which we paid fines in fiscal 2002 totalling $18
million to the U.S. government and other parties. We accrued for these fines in
fiscal 2001. We were also placed on probation for a term of five years. Under
the terms of the probation, any future violation of environmental laws by us
may be deemed a violation of probation. In addition, we were required as a
special term of probation to develop, implement and enforce a worldwide
environmental compliance program. We are in the process of implementing the
environmental compliance program and expect to incur approximately $10 million
in additional annual environmental compliance costs in 2003 and yearly
thereafter as a result of the program. If the DLC transaction is approved, the
terms of the environmental compliance program will become applicable to P&O
Princess, resulting in higher environmental compliance costs for P&O Princess.

The Combined Group's costs of complying with current and future environmental
laws and regulations, or liabilities arising from past or future releases of,
or exposure to, hazardous substances or to vessel discharges, could increase
the cost of compliance or otherwise materially adversely affect the Combined
Group's business, results of operations or financial condition.

New regulation of health, safety and security issues could increase operating
costs and adversely affect net income.

The Combined Group is subject to various international, national, state and
local health, safety and security laws, regulations and treaties. The
International Maritime Organization, sometimes referred to as the IMO, which
operates under the United Nations, has adopted safety standards as part of the
Safety of Life at Sea, sometimes referred to as SOLAS, which is applicable to
all of our ships. Generally SOLAS establishes vessel design, structural
features, materials, construction and life saving equipment requirements to
improve passenger safety and security.

In addition, ships that call on U.S. ports are subject to inspection by the
U.S. Coast Guard for compliance with the SOLAS Convention and by the U.S.
Public Health Service for sanitary standards. Carnival's and P&O Princess'
ships are also subject to similar inspections pursuant to the laws and
regulations of various other countries such ships visit. Finally, the U.S.
Congress recently enacted the Maritime Transportation Security Act of 2002
which implements a number of security measures at U.S. ports, including
measures that relate to foreign flagged vessels calling at U.S. ports.

Carnival and P&O Princess believe that health, safety and security issues will
continue to be areas of focus by relevant government authorities both in the
U.S. and abroad. Resulting legislation or regulations, or changes in existing
legislation or regulations, could impact the operations of the Combined Group
and would likely subject the Combined Group to increasing compliance costs in
the future.

Delays in ship construction and problems encountered at shipyards could reduce
the Combined Group's profitability.

The construction of cruise ships is a complex process and involves risks
similar to those encountered in other sophisticated construction projects,
including delays in completion and delivery. In addition, industrial actions
and insolvency or financial problems of the shipyards building the Combined
Group's

                                      38



ships could also delay or prevent the delivery of its ships under construction.
These events could adversely affect the Combined Group's profitability.
However, the impact from a delay in delivery could be mitigated by contractual
provisions and refund guarantees obtained by the Combined Group.

In addition, we and P&O Princess have entered into forward foreign currency
contracts to fix the cost in U.S. dollars of certain of our and P&O Princess'
foreign currency denominated shipbuilding contracts. If any of the shipyards
are unable to perform under the related contract, the foreign currency forward
contracts related to that shipyard's shipbuilding contracts would still have to
be honored. This might require us or P&O Princess to realize a loss on an
existing contract without having the ability to have an offsetting gain on its
foreign currency denominated shipbuilding contract, thus adversely affecting
the financial results of the Combined Group.

                                      39



       CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

Certain statements contained in this proxy statement/prospectus are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to us and P&O Princess and our respective subsidiaries and
therefore, the Combined Group, including certain statements concerning the
transactions described in this proxy statement/prospectus, future results,
plans and goals and other events which have not yet occurred. These statements
are intended to qualify for the safe harbors from liability provided by Section
27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. You can find many (but not all) of
these statements by looking for words like "will," "may," "believes,"
"expects," "anticipates," "forecast," "future," "intends," "plans" and
"estimates" and for similar expressions.

Because forward-looking statements involve risks and uncertainties, there are
many factors that could cause the transactions described in this proxy
statement/prospectus not to occur and/or each of our, P&O Princess' and the
Combined Group's actual results, performance or achievements to differ
materially from those expressed or implied in this proxy statement/prospectus.
These factors include, but are not limited to:

..   shareholder approvals of the DLC transaction;

..   achievement of expected benefits from the DLC transaction;

..   risks associated with the combination of Carnival's and P&O Princess'
    businesses by means of the DLC structure;

..   liquidity and index inclusion as a result of the implementation of the DLC
    structure, including a possible mandatory exchange;

..   risks associated with the uncertainty of the tax status of the DLC
    structure;

..   general economic and business conditions which may impact levels of
    disposable income of consumers and the net revenue yields for the cruise
    brands of Carnival, P&O Princess and the Combined Group;

..   conditions in the cruise and land-based vacation industries, including
    competition from other cruise ship operators and providers of other
    vacation alternatives and increases in capacity offered by cruise ship and
    land-based vacation alternatives;

..   the impact of operating internationally;

..   the international political and economic climate, armed conflict, terrorist
    attacks and other world events and negative publicity and their impact on
    the demand for cruises;

..   accidents and other incidents at sea affecting the health, safety, security
    and vacation satisfaction of passengers;

..   the ability of Carnival, P&O Princess and the Combined Group to implement
    their shipbuilding programs and brand strategies and to continue to expand
    their businesses worldwide;

..   the ability of Carnival, P&O Princess and the Combined Group to attract and
    retain shipboard crew;

..   the ability to obtain financing on terms that are favorable or consistent
    with Carnival's, P&O Princess' and the Combined Group's expectations;

..   the impact of changes in operating and financing costs, including changes
    in foreign currency and interest rates and security, fuel, food and
    insurance costs;

..   changes in the tax, environmental and other regulatory regimes under which
    each company operates; and

..   the ability of a small group of shareholders effectively to control the
    outcome of shareholder voting.

                                      40



These risks and other risks are detailed in the section entitled "Risk Factors"
and in our and P&O Princess' SEC reports. That section and those reports
contain important cautionary statements and a discussion of many of the factors
that could materially affect the accuracy of each company's forward-looking
statements and/or adversely affect their respective businesses, results of
operations and financial positions, which statements and factors are
incorporated in this proxy statement/prospectus by reference.

Forward-looking statements should not be relied upon as a prediction of actual
results. Subject to any continuing obligations under applicable law or any
relevant listing rules, we and P&O Princess expressly disclaim any obligation
to disseminate, after the date of this proxy statement/prospectus, any updates
or revisions to any such forward-looking statements to reflect any change in
expectations or events, conditions or circumstances on which any such
statements are based.

                                      41



                              THE SPECIAL MEETING

The Proposals

This proxy statement/prospectus is being furnished to you in connection with
the solicitation of proxies by our board of directors for use at a special
meeting to be held on April 14, 2003, at 10:00 a.m., New York City time, at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New
York, NY 10019. The purpose of the special meeting is for you to consider and
vote upon proposals to approve:

..   the Offer and Implementation Agreement, dated as of January 8, 2003, by and
    between Carnival and P&O Princess;

..   amendments to our articles of incorporation and by-laws in connection with
    the transactions contemplated by the Offer and Implementation Agreement (as
    reflected in our proposed Third Amended and Restated Articles of
    Incorporation and Amended and Restated By-laws, other than amendments
    described in the following four items);

..   an amendment to our articles of incorporation to increase the number of
    shares of common stock that we have the authority to issue by 999,999,998
    shares;

..   an amendment to our articles of incorporation to reduce the quorum
    requirement for meetings of our board of directors from a majority, to
    one-third, of the total number of directors;

..   an amendment to our by-laws to reduce the quorum requirement for meetings
    of our shareholders from a majority, to one-third, of the total number of
    shares entitled to be cast at such meeting; and

..   an amendment to our by-laws to remove the ability of shareholders to act by
    written consent.

This proxy statement/prospectus and the enclosed form of proxy are first being
mailed to you on or about March 17, 2003.

Record Date and Voting

The holders of record of Carnival common stock as of the close of business on
the record date, which was March 11, 2003, are entitled to receive notice of,
and to vote at, the special meeting. On the record date, there were 586,972,729
shares of Carnival common stock outstanding.

The holders of a majority of the shares of Carnival common stock outstanding on
March 11, 2003, represented in person or by proxy, will constitute a quorum for
purposes of the special meeting. A quorum is necessary to hold the special
meeting.

You may vote your shares of Carnival common stock in any of two ways:

..   by completing, signing, dating and returning the enclosed proxy card by
    mail; or

..   by appearing and voting in person by ballot at the special meeting.

Required Vote

Each share of Carnival common stock which is outstanding on the record date
entitles its holder to one vote at the special meeting. Completion of the DLC
transaction requires the adoption of the first two proposals at the special
meeting by the affirmative vote of the holders of a majority of the outstanding
shares of Carnival common stock. Proposals 3, 4, 5 and 6 will not be given
effect if the proposals relating to the DLC transaction are not approved.

Because the vote is based on the number of shares of Carnival common stock
outstanding rather than on the number of votes cast, failure to vote your
shares is effectively a vote against the DLC transaction and the other
amendments to our articles of incorporation. In addition, although treated as
shares that are present and entitled to vote at the special meeting for
purposes of determining whether a quorum exists, abstentions and "broker
non-votes" will have the same effect as votes against adoption of the proposals.

Proxies; Revocation

If you vote your shares of Carnival common stock by signing a proxy, your
shares will be voted at the special meeting as you indicate on your proxy card.
If no instructions are indicated on your signed proxy card, your shares of
Carnival common stock will be voted "FOR" the adoption of the proposals.

                                      42



You may revoke your proxy at any time before the proxy is voted at the special
meeting. A proxy may be revoked prior to the vote at the special meeting in any
of three ways:

..   by submitting a written revocation dated after the date of the proxy that
    is being revoked to the Secretary of Carnival at 3655 N.W. 87th Avenue,
    Miami, Florida 33178-2428;

..   by submitting a later--dated proxy relating to the same shares to the
    Secretary of Carnival by mail; or

..   by appearing and voting in person by ballot at the special meeting.

Attendance at the special meeting will not, in itself, constitute revocation of
a previously granted proxy. If you do not hold your shares of Carnival common
stock in your own name, you may revoke or change a previously given proxy by
following the instructions provided by the bank, broker or other party that is
the registered owner of the shares.

We will pay the entire cost of preparing, assembling, printing, mailing and
distributing these proxy materials and soliciting votes for the meeting. 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.

Confidential Voting

It is our policy that all proxies, ballots and tabulations that identify the
vote of individual shareholders are kept confidential. Your vote will not be
disclosed within Carnival or to third parties, except as necessary to meet
legal requirements, allow for tabulation and certification of votes, facilitate
a successful proxy solicitation by our board of directors or where shareholders
submit comments with their proxy.

Other Matters

Our board of directors is not aware of any business to be acted upon at the
special meeting other than the proposals relating to the DLC transaction and
the other amendments to our articles of incorporation and by-laws. If other
matters are duly brought before the special meeting, or any adjournments or
postponements of the special meeting, the persons appointed as proxies will
have discretion to vote or act on these matters according to their best
judgment.

                                      43



                              THE DLC TRANSACTION

Background to the DLC Transaction

In the past, both P&O Princess and Carnival have sought to identify, explore
and, where appropriate, implement strategies to develop and broaden their
cruise product offerings. The senior management of each company has regularly
reviewed with its board of directors the strategic objectives of its company
and the possible means of achieving those objectives. Both management teams
have regularly updated their boards on the changing structure and dynamics of
the cruise industry and the overall vacation market.

In the summer of 2001, Mr. Peter Ratcliffe, Chief Executive Officer of P&O
Princess, met with Mr. Richard Fain, Chairman and Chief Executive Officer of
Royal Caribbean. During these meetings, the possibility of a business
combination between P&O Princess and Royal Caribbean was discussed. In
subsequent meetings, senior executives of the two companies discussed the
changes and developments in their respective companies, and in the cruise
industry generally, particularly in light of the events of September 11, 2001
and their effect on the global vacation market, and continued to explore a
business combination of the two companies.

On September 24, 2001, during the early stages of the discussions between P&O
Princess and Royal Caribbean, Mr. Howard Frank, Vice Chairman and Chief
Operating Officer of Carnival, made a telephone call to Mr. Ratcliffe in which
he inquired whether P&O Princess would be interested in pursuing discussions
towards a business combination with Carnival. Given that P&O Princess' share
price was at or near its all time low at the time of the call, P&O Princess did
not follow up on this call.

On November 20, 2001, P&O Princess and Royal Caribbean announced that they had
entered into agreements to implement a dual listed company transaction. Those
agreements, which were not publicly available at that time, included
non-solicitation provisions restricting P&O Princess and Royal Caribbean from
entering into discussions with third parties except in specified circumstances
involving a third party's offer determined by the relevant board to be a
Superior Proposal as explained below. The dual listed company transaction
provided for a combination of equals in which P&O Princess shareholders would
have held approximately 50.7% of the equity in a dual listed company structure
that was substantially similar to the DLC transaction.

On December 13, 2001, following the announcement of the Royal Caribbean
transaction, Carnival submitted a detailed private proposal to the P&O Princess
board regarding an offer to acquire P&O Princess. The offer was for 200 pence
in cash and 0.1361 Carnival shares per P&O Princess share. Based on the prior
business day's closing price for Carnival shares of $26.55 per share and an
exchange rate of $1.00=(Pounds)0.692, the Carnival shares were valued at 250
pence, valuing the offer at 450 pence per P&O Princess share. In preparation
for its decision to launch a counterbid for P&O Princess, Carnival had
performed financial analyses to identify the maximum amount it would be willing
to pay to acquire P&O Princess. These analyses were based on public information
and Carnival's own internal estimates, and included discounted cash flow
analyses and assessments of the financial effects of the transaction. However,
this offer and each of Carnival's subsequent offers were ultimately based on an
assessment of what price would be acceptable to the P&O Princess board and the
P&O Princess shareholders.

Carnival also proposed as part of this proposal the possibility of effecting a
combination via alternative structures, including a dual listed company
structure. The P&O Princess board carefully considered Carnival's proposal with
Sullivan & Cromwell LLP and Freshfields Bruckhaus Deringer, its legal advisors,
and Schroder Salomon Smith Barney, its financial advisor, and, at its meeting
on December 15, 2001, the P&O Princess board determined that Carnival's
proposal was not more favorable from a financial point of view to P&O Princess'
shareholders than the transaction with Royal Caribbean and was not reasonably
likely to be consummated (that is, it was not a "Superior Proposal" as defined
under P&O Princess' agreement with Royal Caribbean). In particular, the P&O
Princess board believed

                                      44



that Carnival's proposal would result in P&O Princess shareholders receiving
shares that would not be included in the FTSE indices, and consequently a
significant portion of P&O Princess shareholders, particularly UK institutional
shareholders, would be unable or unwilling to hold such shares. As a result of
this, the board believed that the proposed Carnival transaction would deprive
such P&O Princess shareholders of the ability to retain an investment in the
cruise industry and to share in the potential benefits of combining with
Carnival, making it less financially favorable than the Royal Caribbean
transaction in which all P&O Princess shareholders were expected to be able to
share in the upside potential expected to be generated by that transaction.
Further, the board believed that Carnival's proposal did not represent an
irrevocable commitment to make and maintain an offer because it was subject to
a number of pre-conditions, including financing and regulatory approvals. The
board also believed that Carnival's proposal faced greater regulatory risk in
the U.S. and Europe.
On December 16, 2001, P&O Princess announced that its board had concluded that
the Royal Caribbean transaction was the more attractive alternative for P&O
Princess shareholders, because it believed that Carnival's pre-conditional cash
and share proposal was less favorable financially to P&O Princess shareholders
and would face greater execution risk than the Royal Caribbean transaction. In
response to P&O Princess' rejection of its proposal, Carnival publicly
announced a pre-conditional offer for all of the issued share capital of P&O
Princess on the same terms as its December 13 proposal.

On December 19, 2001, P&O Princess announced that, in light of Carnival's offer
and in order to give its shareholders time to consider fully their
alternatives, it would hold an extraordinary general meeting to vote on the
Royal Caribbean transaction on February 14, 2002.

Carnival announced on December 24, 2001 that it had made the necessary U.S.
antitrust filings in relation to its offer for P&O Princess.

On December 27, 2001, P&O Princess mailed its circular to its shareholders with
respect to the Royal Caribbean transaction and made its implementation
agreement and Joint Venture Agreement with Royal Caribbean publicly available,
including the non-solicitation provisions described above.

On January 6, 2002, Carnival sent a letter to the P&O Princess board requesting
a meeting with P&O Princess to discuss Carnival's offer and seeking clarity on
a number of issues in connection with the Royal Caribbean transaction,
including further details regarding termination of the Joint Venture Agreement.
P&O Princess responded by letter on January 8, 2002. In its response, P&O
Princess referred Carnival to the publicly available agreements between P&O
Princess and Royal Caribbean and informed Carnival that those agreements
prevented P&O Princess from discussing any acquisition proposal with Carnival
that was not a Superior Proposal and that its board continued to believe that
Carnival's proposal was neither financially superior to the Royal Caribbean
transaction nor deliverable. Consequently, P&O Princess declined Carnival's
request for a meeting.

Mr. Ratcliffe publicly clarified on January 10, 2002 that P&O Princess could
unilaterally terminate the Joint Venture Agreement with Royal Caribbean in
January 2003 at no cost as long as no change of control of P&O Princess had
been completed prior to the termination date. On January 10, 2002, Carnival
sent another letter to the P&O Princess board asking it for further
clarification of this statement.

On January 17, 2002, Carnival indicated in a letter to P&O Princess that
Carnival would, subject to certain conditions, be willing to increase its
pre-conditional offer to a 250 pence in cash and 0.1380 Carnival shares for
each P&O Princess share. Based on the prior business day's closing price for
Carnival shares of $26.06 per share and an exchange rate of
$1.00=(Pounds)0.695, the Carnival shares were valued at 250 pence, valuing the
offer at 500 pence per P&O Princess share. After reviewing Carnival's new
proposal in detail with its advisors, the P&O Princess board reaffirmed its
view that Carnival's revised proposal was not a Superior Proposal and that,
accordingly, P&O Princess continued to be unable to meet with Carnival to
discuss its proposal without breaching its contractual obligations to Royal
Caribbean.

                                      45



On January 30, 2002, Carnival announced a revised pre-conditional offer of
0.2684 Carnival shares for each P&O Princess share, valuing each P&O Princess
share at 515 pence (based on the prior business day's closing price for
Carnival shares of $27.05 per share and an exchange rate of
$1.00=(Pounds)0.709). The revised offer included a partial cash alternative of
250 pence for each P&O Princess share, pre-conditional on financing being
arranged on terms satisfactory to Carnival by no later than the date of posting
of the offer document.

On January 31, 2002, Carnival wrote to P&O Princess shareholders urging them to
vote to adjourn the extraordinary general meeting scheduled for February 14,
2002. Carnival suggested this adjournment in order to postpone the vote on the
Royal Caribbean transaction until the various antitrust authorities could rule
on both transactions.

The P&O Princess board carefully reviewed Carnival's revised offer with its
legal and financial advisers and, at its meeting on February 3, 2002,
determined that Carnival's revised offer, as revised, was not a Superior
Proposal on both value and deliverability grounds. P&O Princess publicly
announced its board's conclusions on February 4, 2002 and, under its
contractual obligations to Royal Caribbean, remained unable to meet with
Carnival. Carnival responded by restating its commitment to proceed with its
revised offer and to obtain the necessary regulatory approvals in the U.S. and
Europe.

On February 7, 2002, Carnival announced the terms of a further increased offer
of 0.3004 Carnival shares for each P&O Princess share, valuing each P&O
Princess share at 550 pence (based on the prior business day's closing price
for Carnival shares of $25.86 per share and an exchange rate of
$1.00=(Pounds)0.708), and again raised the possibility of alternative
structures, including a dual listed company structure. Carnival's increased
offer was pre-conditional only on the receipt of regulatory approval. The
increased offer included a partial cash alternative of 250 pence for each P&O
Princess share, pre-conditional on the availability of financing on terms
satisfactory to Carnival.

The P&O Princess board carefully reviewed the increased offer with its legal
and financial advisers and, at its meeting on February 8, 2002, the P&O
Princess board determined that it was not a Superior Proposal. On February 8,
2002, P&O Princess announced that it continued to recommend that its
shareholders approve the dual listed company transaction with Royal Caribbean.
While the P&O Princess board acknowledged the improvement of Carnival's
increased offer in terms of value, it noted that it remained concerned about
the structure and deliverability of the Carnival transaction.

P&O Princess convened its extraordinary general meeting with respect to the
Royal Caribbean transaction on February 14, 2002. Before resolutions to approve
the Royal Caribbean transaction were voted upon, P&O Princess shareholders
proposed and passed a resolution to adjourn the meeting. The Chairman of P&O
Princess then announced that the meeting would be adjourned for an indefinite
period.

On February 27, 2002, Carnival announced that it had formally notified its
proposed combination with P&O Princess to the European Commission for review
under the EC Merger Regulation. The European Commission cleared the proposed
combination on July 24, 2002.

On September 24, 2002, prior to the U.S. Federal Trade Commission closing its
investigation into both transactions, the P&O Princess board met to consider
the relative merits of the Royal Caribbean transaction and Carnival's proposal
in light of currently available information. At that meeting, representatives
of Schroder Salomon Smith Barney, P&O Princess' financial advisor, advised the
board that it believed that, based on the valuation and share price analyses
discussed with the board at that meeting, Carnival's prior proposal to enter
into a dual listed company transaction with P&O Princess on the same financial
terms as Carnival's latest share exchange proposal was more favorable to P&O
Princess' shareholders from a financial point of view than the transaction with
Royal Caribbean. The advice of P&O Princess' financial advisor, as extracted
from the prospectus being provided to P&O Princess shareholders in connection
with the DLC transaction and the Partial Share Offer, is set forth on Annex D.

                                      46



On October 4, 2002, the U.S. Federal Trade Commission voted not to oppose
Carnival's acquisition of P&O Princess or the Royal Caribbean transaction. As a
result, the only pre-condition to Carnival's increased offer was satisfied.

Following the Federal Trade Commission announcement, P&O Princess re-examined
Carnival's increased offer, including Carnival's prior proposal to enter into a
dual listed company transaction with P&O Princess as an alternative to the
share exchange offer. After consulting with its financial and legal advisers
and considering the analyses discussed with its financial advisor on September
24, 2002 at its meeting on October 4, 2002 the P&O Princess board determined
that Carnival's dual listed company proposal was more favorable from a
financial point of view to P&O Princess' shareholders than the transaction with
Royal Caribbean and was reasonably likely to be consummated given that all
regulatory clearances had been obtained. On October 4, 2002, P&O Princess
announced that its board had determined Carnival's dual listed company proposal
to be a Superior Proposal and that it was willing and able under its agreement
with Royal Caribbean to enter into talks with Carnival to discuss this proposal.

On October 11, 2002, executives of Carnival and P&O Princess met together with
their respective advisers to discuss a combination of their companies through a
dual listed company structure. Discussions also focused on a partial share
offer to be launched in conjunction with seeking shareholder approval for the
dual listed company structure that would permit P&O Princess shareholders who
wished to exchange some of their P&O Princess shares for Carnival shares to do
so. On the same date, Carnival and P&O Princess entered into a confidentiality
agreement that contemplated the exchange of confidential information between
them.

Executives of Carnival and P&O Princess and their respective advisers continued
to meet throughout the weeks of October 14, and October 21, 2002. During this
time, the boards of directors of Carnival and P&O Princess each held meetings,
at which their respective management teams and advisers provided updates on the
discussions to date and on the strategic implications and possible benefits and
risks of the dual listed company transaction involving the two companies.

On October 24, 2002, Carnival issued a press release announcing its
pre-conditional offer to enter into the DLC transaction based on the form of
agreements and instruments that it had negotiated with P&O Princess. In order
for P&O Princess to be able to accept this offer, its board had to withdraw its
recommendation of the Royal Caribbean transaction within 48 hours of Carnival's
announcement and not subsequently reinstate such recommendation, the Royal
Caribbean transaction had to be voted down by P&O Princess shareholders or
otherwise abandoned, the Joint Venture Agreement had to terminate at no cost
(other than the break fee under its implementation agreement with Royal
Caribbean), the P&O Princess board of directors had to approve and recommend
the DLC transaction by January 10, 2003, and P&O Princess had to enter into the
negotiated form of the offer and implementation agreement by January 10, 2003.
The DLC proposal included the Partial Share Offer for up to, in aggregate, a
maximum of 20% of the issued share capital of P&O Princess. The making of the
Partial Share Offer, including the establishment of the 20% limit, was the
subject of negotiation between the parties, and was designed to allow those P&O
Princess shareholders who would prefer to participate in the Combined Group
through holding Carnival shares an opportunity to do so, while at the same time
maintaining the liquidity and market value of the P&O Princess shares.

On October 25, 2002, the P&O Princess board held a meeting to consider the
announcement of the DLC proposal and decided to withdraw its recommendation of
the Royal Caribbean dual listed company transaction. Subsequent to that
meeting, P&O Princess announced that its board welcomed Carnival's announcement
of its dual listed company proposal and had determined that the DLC proposal
would be financially superior for P&O Princess shareholders compared with the
Royal Caribbean dual listed company transaction. It also announced that its
board had withdrawn its recommendation of the Royal Caribbean dual listed
company transaction.

                                      47



P&O Princess also entered into an agreement with Royal Caribbean on October 25,
2002 which terminated the implementation agreement with Royal Caribbean
immediately, terminated the Joint Venture Agreement on January 1, 2003 as long
as no change of control of P&O Princess occurred prior to this date, and
provided mutual releases from liabilities arising under the two agreements.
Pursuant to the agreement, P&O Princess paid Royal Caribbean $62.5 million as a
break fee under its implementation agreement with Royal Caribbean. The  P&O
Princess  board  announced  that  it would
formally consider satisfaction of the remaining pre-conditions to the DLC
proposal, including entry into an offer and implementation agreement with
Carnival, in early January 2003.

On October 29, 2002, Lord Sterling of Plaistow, Chairman of P&O Princess, sent
a letter to P&O Princess shareholders informing them of the announcement of the
DLC proposal, the withdrawal of the P&O Princess board's recommendation of the
Royal Caribbean transaction and the subsequent arrangements with Royal
Caribbean for, among other things, the termination of existing agreements
between them. Lord Sterling also informed P&O Princess shareholders that he no
longer intended to reconvene the adjourned extraordinary general meeting
convened on February 14, 2002 to approve the dual listed company combination
with Royal Caribbean.

On January 2, 2003, P&O Princess announced that the Joint Venture Agreement had
been terminated, and Carnival issued a press release acknowledging and
welcoming the termination of the Joint Venture Agreement.

On January 7, 2003, the P&O Princess board approved the DLC transaction and
agreed to recommend to the P&O Princess shareholders that they vote in favor of
the resolution to implement the DLC structure. Later that day, the senior
executive management teams of P&O Princess and Carnival and their respective
advisors finalized the agreements and documentation to implement the DLC
structure. The advice of P&O Princess' financial advisor considered by the P&O
Princess board, as extracted from the prospectus being provided to P&O Princess
shareholders in connection with the DLC transaction and the Partial Share
Offer, is set forth on Annex D. In the early morning of January 8, 2003,
Carnival and P&O Princess signed the Offer and Implementation Agreement. P&O
Princess then issued a press release announcing that its board had agreed and
recommended the DLC transaction and that P&O Princess had signed the Offer and
Implementation Agreement. Carnival issued a press release announcing the
execution of the Offer and Implementation Agreement, acknowledging P&O
Princess' announcement of its board's recommendation and setting forth its
offer to enter into the DLC transaction based on the Offer and Implementation
Agreement and related agreements and instruments and the terms of the Partial
Share Offer.

Reasons for the DLC Transaction

We and P&O Princess have agreed to enter into the DLC transaction in order to
create the Combined Group. We and P&O Princess believe the principal benefits
of the creation of the Combined Group by means of the DLC structure are as set
forth below and that the DLC structure is the optimal structure to seek to
achieve all of these benefits:

Complementary well-known brands operating globally

The Combined Group will be the largest cruise vacation group in the world,
based on revenues, passengers carried and available capacity. It will have a
wide portfolio of complementary brands, both by geography and product offering,
and will include some of the best known cruise brands globally. The combination
will allow the Combined Group to offer a wider range of vacation choices for
its passengers. In addition, the combination is expected to enhance the
Combined Group's ability to attract more passengers from land-based vacations,
based on its ability to provide vacations in most of the largest vacation
markets in the world, and its strategy of entering new and developing markets
by building on its brand strength, global presence and ability to strategically
deploy its brands and diversified fleet.

                                      48



The Combined Group's brands will include Carnival Cruise Lines, Princess
Cruises, Holland America Line, P&O Cruises, Costa Cruises, Cunard Line,
Seabourn Cruise Line, Windstar Cruises, AIDA, A'ROSA, Swan Hellenic, Ocean
Village and P&O Cruises (Australia). The Combined Group will serve all of the
key cruising destinations outside the Far East, including the Caribbean,
Alaska, Australia, Europe, New England, Canada, Bahamas, Bermuda, the Hawaiian
islands, the Mediterranean, the Mexican Riviera, the Panama Canal, South
America and other exotic destinations worldwide.

Benefits of sharing best practices and generating cost savings

The Combined Group will be managed as if the two companies were a single
economic enterprise by a single senior executive management team and identical
boards of directors.

We and P&O Princess expect that the Combined Group will generate significant
cost savings, estimated to be at least $100 million on an annualized basis,
commencing in the first full fiscal year following completion of the DLC
transaction. We and P&O Princess expect that these cost savings will be
generated principally through the dissemination of best practices between the
companies, economies of scale and the rationalization of certain shoreside
operations. One-time cash costs of achieving these cost savings are expected to
be approximately $30 million.

Financial flexibility and access to capital markets

The Combined Group will have substantial financial flexibility, with strong
operating cash flow, low leverage and a strong balance sheet, and expects to
maintain a strong investment grade credit rating.

The Combined Group is also expected to have greater access to capital markets.
Carnival's shares will remain listed on the NYSE and are expected to continue
to be included in the S&P 500. P&O Princess' shares will remain listed on the
LSE and are expected to remain eligible for inclusion in the FTSE series of
indices and are expected to continue to be included with full weighting in the
FTSE 100.

High quality combined fleet to enhance growth within the cruise industry

Upon completion of the DLC transaction, the Combined Group expects to operate a
fleet of 65 cruise ships with an aggregate capacity of 99,982 lower berths.
Carnival and P&O Princess together have an additional 18 new cruise ships on
order, with an aggregate capacity of 42,260 lower berths, scheduled for
delivery in the next three and a half years. Carnival and P&O Princess also
expect that the Combined Group will have one of the youngest and most modern
fleets in the cruise industry, with an average vessel age (weighted by lower
berths) of 7.5 years as of January 31, 2003.

The Combined Group expects to deploy its diversified fleet strategically in
order to increase its global reach and enter new and developing markets. This
strategic deployment is expected to allow the Combined Group to appeal to the
largest target audience by providing brands, products and itineraries with the
widest appeal in a particular geographic region.

The DLC structure allows continued participation in the global cruise industry
for P&O Princess shareholders who wish to continue to hold shares in a
UK-listed company

Following the implementation of the DLC structure, P&O Princess is expected to
remain included in the FSTE 100. This will allow P&O Princess shareholders who
are required, or wish, to hold shares in a UK-listed company included in the
FTSE indices to continue to do so, and, as a result, to continue to participate
as a shareholder in the global cruise industry through P&O Princess. A share
acquisition or exchange offer or other more common means of combining the
businesses of Carnival and P&O Princess in which all P&O Princess shareholders
would receive Carnival shares, which are not eligible for inclusion in the FTSE
series of indices, and/or a partial cash alternative would not have afforded
all P&O Princess shareholders this opportunity. Additionally, the Partial Share
Offer for up to 20% of P&O Princess' outstanding shares allows those P&O
Princess shareholders who would prefer to participate in the Combined Group by
holding shares in a U.S. listed company the opportunity to do so for at least
some of their holdings.

                                      49



Other Considerations of Carnival and P&O Princess in respect of the DLC
Transaction

In addition to the factors described above that supported our and P&O Princess'
decisions to approve the Offer and Implementation Agreement and to recommend
that shareholders vote to approve the DLC transaction, our board and the P&O
Princess board each also considered potential factors that weighed against
proceeding with the transaction, in general, and against using a DLC structure,
in particular. These included:

..   the risk that the benefits and synergies anticipated from the DLC
    transaction might not be achieved to the extent or within the time period
    expected;

..   risks associated with the structure of the DLC transaction that are not
    associated with the more common ways of combining operations of two
    companies;

..   the risk that the London-listed shares of P&O Princess may trade at a
    discount to the New York-listed shares of Carnival;

..   the possibility that each company's shareholders might achieve more value
    over the long-term from continued operation of such company as an
    independent company or by combining with a different company;

..   risks concerning the uncertainty of the DLC structure under the Internal
    Revenue Code; and

..   the fact that a small group of shareholders would collectively own
    approximately 35% of the total combined voting power of the Combined Group
    and may be able to effectively control the outcome of shareholder voting.

A number of these factors are described in more detail under the caption "Risk
Factors--Risks relating to the DLC transaction".

Our board and the P&O Princess board did not assign particular weight or
ranking to any of the factors that they considered. Also, in making their
determination, individual directors may have assigned a different level of
importance to each factor.

Recommendation of Carnival and P&O Princess Boards of Directors

Our board and P&O Princess' board each weighed both the potential advantages of
the DLC transaction and the potential factors against the DLC transaction and
determined that the potential advantages of the DLC transaction outweighed the
potential factors against the DLC transaction. Consequently, it was the
judgment of our board and the P&O Princess board that the DLC transaction is in
the best interests of Carnival and its shareholders and P&O Princess and its
shareholders. Both our board and the P&O Princess board recommend that our
respective shareholders vote in favor of the DLC transaction.

The DLC Structure

After giving effect to the DLC transaction, we and P&O Princess each will
remain as separate listed companies, although we and P&O Princess will be
operated as if we were a single economic enterprise. Our board and the P&O
Princess board will be identical and the Combined Group will be managed by a
single senior executive management team. The two companies will pursue a common
set of business objectives established by the identical boards and single
management team, who will evaluate these strategies and other operational
decisions from the perspective of all the shareholders. Some key features of
the DLC structure are listed below.

..   Our shares and, for the foreseeable future, P&O Princess ADSs will continue
    to be listed on the NYSE and P&O Princess shares will continue to have
    their primary listing on the LSE.

..   The implementation of the DLC structure will not involve any transfer of
    assets between us and P&O Princess. Following completion of the DLC
    transaction, management of the Combined Group will determine whether assets
    will be owned by Carnival or P&O Princess as is most efficient and
    appropriate under the then prevailing circumstances. The Combined Group
    will comprise all of the

                                      50



   assets held by P&O Princess and Carnival immediately prior to the
   implementation of the DLC transaction. No transfer of assets between the two
   companies will affect the equalization ratio or the relative economic
   interests of Carnival shareholders and P&O Princess shareholders in the
   Combined Group.

..   Carnival shareholders will continue to hold their Carnival shares and P&O
    Princess shareholders will continue to hold their P&O Princess shares,
    unless P&O Princess shareholders elect to exchange their P&O Princess
    shares (up to a maximum of 20% of the outstanding shares of P&O Princess)
    for Carnival shares in the Partial Share Offer. If the full 20% is tendered
    in the Partial Share Offer, approximately 79% of the equity of the Combined
    Group will be held through Carnival shares and the balance will be held
    through P&O Princess shares.

..   The economic and voting interests represented by an individual share in
    each company will be equalized based on a ratio, which we refer to in this
    proxy statement/prospectus as the "equalization ratio." The equalization
    ratio will initially be 0.3004 Carnival shares for each P&O Princess share.
    Upon completion of the DLC transaction, P&O Princess will reorganize and
    consolidate its share capital so that the equalization ratio will be one
    Carnival share for each P&O Princess share.

..   The equalization ratio is subject to adjustment in a limited number of
    circumstances, as described in the section of this proxy
    statement/prospectus entitled "Equalization and Governance
    Agreement--Equalization Ratio".

..   As a result of the 1:1 equalization ratio, one Carnival share will have the
    same rights to distributions of income and capital and voting rights as one
    P&O Princess share. Carnival and P&O Princess shareholders initially will
    receive equal quarterly dividends. If the equalization ratio is adjusted to
    a value other than 1:1, Carnival and P&O Princess shares will no longer
    have equivalent rights as described in the section of this proxy
    statement/prospectus entitled "Equalization and Governance
    Agreement--Equalization Ratio".

..   On most matters that affect all shareholders of the Combined Group,
    Carnival and P&O Princess shareholders will vote together as a single body.
    These matters are called joint electorate actions.

..   On specified matters where the interests of Carnival shareholders may
    differ from the interests of P&O Princess shareholders, each shareholder
    body will vote separately as a class. These matters are called class rights
    actions and include, among others:


   .   transactions primarily designed to amend or unwind the DLC structure;


   .   adjustments to the equalization ratio not in accordance with the
       Equalization and Governance Agreement; and


   .   amendments to tax related provisions in Carnival's articles of
       incorporation.


   No class rights action generally may be implemented unless approved by both
   shareholder bodies, which means that each shareholder body generally has a
   veto with respect to class rights actions.

..   We and P&O Princess each will continue to have separate boards of
    directors, but the boards and senior executive management of both companies
    will be identical. In addition to their normal fiduciary duties to the
    company and obligation to have regard to the interests of its shareholders,
    the directors of each company will be entitled to have regard to the
    interests of the other company and its shareholders.

..   We and P&O Princess will execute cross-guarantees regarding all debts
    incurred after implementation of the DLC structure owed by either company
    as if we and P&O Princess were a single economic enterprise.

..   Takeover restrictions will be in place so that, generally, no person will
    be able to obtain control over the Combined Group without making an offer
    to the shareholders of both companies on equivalent terms.

                                      51



..   Neither Carnival nor P&O Princess will be able to issue any shares carrying
    voting rights to the other, except on a pre-emptive basis to all
    shareholders, for two years following the date on which the DLC structure
    is implemented. After expiration of the initial two-year period, for each
    of the subsequent three years neither Carnival nor P&O Princess may issue
    shares carrying voting rights to the other company or any of that company's
    subsidiaries, except on a pre-emptive basis to all shareholders, in excess
    of 5% per year of the issued or outstanding shares (calculated as at the
    first day in such annual period). Thereafter, there will be no restriction
    on the issuance of shares carrying voting rights to the other company or
    any of that company's subsidiaries. These restrictions may be varied by a
    class rights action.

..   Shares held by one company in the other will not have voting rights unless
    such company holds 90% or more of the outstanding shares in the other.

Special Voting Entities; Special Voting Shares

As a mechanism to effect the new voting arrangements resulting from the DLC
structure, two new special voting entities will be formed. The Carnival Special
Voting Entity (which will hold the Carnival special voting share to be voted at
Carnival shareholders meetings, in order to give effect to the outcome of votes
at a parallel P&O Princess shareholders meeting for purposes of joint
electorate actions and class rights actions) will be a company whose shares
will be held legally and beneficially owned by The Law Debenture Trust
Corporation p.l.c., an independent trustee company incorporated in England and
Wales. The P&O Princess Special Voting Trust (the trustee of which will hold
the P&O Princess special voting share to be voted at P&O Princess shareholders
meetings, in order to give effect to the outcome of votes at a parallel
Carnival shareholders meeting for purposes of joint electorate actions and
class rights actions) will be a trust established under the laws of the Cayman
Islands.

The Carnival Special Voting Entity will be present by a corporate
representative or by proxy at any Carnival shareholder meeting at which a
resolution relating to a joint electorate action and/or class rights action is
to be considered. The trustee of the P&O Princess Special Voting Trust will be
present by a representative or by proxy at any P&O Princess shareholder meeting
at which a resolution relating to a joint electorate action and/or a class
rights action is to be considered.

For joint electorate actions, the Carnival special voting share will represent
the number of votes cast at the parallel meeting of P&O Princess shareholders
(as adjusted by the equalization ratio and rounded up to the nearest whole
percentage) and the P&O Princess special voting share will represent the number
of votes cast at the parallel meeting of Carnival shareholders (as adjusted by
the equalization ratio).

For class rights actions, the Carnival Special Voting Entity and the trustee of
the P&O Princess Special Voting Trust, as holders of the special voting shares
will only vote if the proposed action has not been approved at the parallel
meeting of the  shareholders  of the  other  company.  In that event, the
special
voting shares will represent that number of votes equal to the largest whole
percentage that is less than the percentage of the number of votes (or, in the
case of a special resolution of P&O Princess shareholders, such percentage less
one vote) necessary to defeat the resolution at the meeting of shareholders of
the other company, if the total number of votes capable of being cast by all
outstanding shares (and any other shares able to vote) were cast in favour of
the resolution. In most cases, this will be 49% (for a majority vote, 49% is
the largest whole percentage that is less than the 50% needed to defeat the
resolution). The special voting shares will not represent any votes on matters
of a procedural or technical nature. The special voting shares will have the
right to return at par on liquidation ranking behind the common shares. See
"Changes in Rights of Carnival Shareholders--Special Voting Shares."

The SVE Special Voting Deed, which Carnival, P&O Princess, the Carnival Special
Voting Entity, the trustee of the P&O Princess Special Voting Trust and the
legal and beneficial owner of the Carnival Special Voting Entity will enter
into as part of the DLC transaction, which is attached to this proxy

                                      52



statement/prospectus as Annex A-3, will regulate the manner in which the
Carnival Special Voting Entity and the trustee of the P&O Princess Special
Voting Trust will exercise the votes attaching to the Carnival special voting
share and the P&O Princess special voting share.

Other than in respect of a transfer of the Carnival special voting share
described below, the Carnival Special Voting Entity will be prohibited from
dealing with the Carnival special voting share, or with any interest in or
right attaching to the Carnival special voting share, unless such dealing has
been approved by each of the Carnival board and P&O Princess board in its sole
and absolute discretion and the transferee has agreed to be bound by the SVE
Special Voting Deed. The trustee of the P&O Princess Special Voting Trust will
be prohibited from dealing with the P&O Princess special voting share, except
to the extent expressly permitted in its trust agreements agreed with Carnival.
The Carnival board and P&O Princess board can require the Carnival Special
Voting Entity and the trustee of the P&O Princess Special Voting Trust to
transfer the special voting shares to a new person nominated by the boards if
the Equalization and Governance Agreement or the SVE Special Voting Deed
terminates. In addition, Carnival can require the trustee of the P&O Princess
Special Voting Trust to resign or, failing such resignation, remove the trustee
of the P&O Princess Special Voting Trust.

It has been agreed that P&O Princess will pay the Carnival Special Voting
Entity fees and expenses incurred in the performance of its obligations under
the DLC structure and that Carnival will pay the trustee of the P&O Princess
Special Voting Trust fees and expenses incurred in the performance of its
obligations under the DLC structure.

Trust Shares of Beneficial Interest

Generally

On completion of the DLC transaction, Carnival will issue the Carnival special
voting share to the Carnival Special Voting Entity and the P&O Princess special
voting share will be transferred to the trustee of the P&O Princess Special
Voting Trust. Trust shares of beneficial interest in the P&O Princess Special
Voting Trust will be transferred to Carnival. Immediately following this
transfer, Carnival will distribute the trust shares of beneficial interest by
way of dividend to Carnival shareholders of record at the close of business on
April 17, 2003. Separate certificates will not be issued to represent these
trust shares of beneficial interest; instead, the trust shares of beneficial
interest will be paired with and evidenced by certificates representing
Carnival shares pursuant to a pairing agreement to be entered into between
Carnival and the trustee of the P&O Princess Special Voting Trust at closing of
the DLC transaction.

Following completion of the DLC transaction, Carnival shares will trade
together with trust shares of beneficial interest in the P&O Princess Special
Voting Trust. The trust shares of beneficial interest in the P&O Princess
Special Voting Trust will entitle Carnival shareholders to receive any
distributions made by the P&O Princess Special Voting Trust.  As  the  sole
purpose  of  the P&O Princess Special Voting Trust
relates to the holding of the P&O Princess special voting share, it is not
expected to make any distributions. See "The DLC Transaction--Changes in Rights
of Carnival Shareholders--Special Voting Shares" for a discussion of the rights
of the special voting shares.

The P&O Princess special voting share will be voted based upon the outcome of
voting at the relevant parallel meeting of Carnival shareholders, based on the
number of votes cast by Carnival shareholders voting their Carnival shares.

                                      53



Pairing Agreement

At the closing of the DLC transaction, we will enter into a pairing agreement
with the trustee of the P&O Princess Special Voting Trust and a transfer agent.
The pairing agreement is attached as Annex B to this proxy
statement/prospectus. Pursuant to the pairing agreement:

..  trust shares and Carnival shares will not be transferable unless the
   transferee acquires the same number of trust shares and Carnival shares;

..  Carnival and the trustee of P&O Princess Special Voting Trust will not agree
   to any transfer of Carnival shares without the corresponding trust shares;

..  trust shares and Carnival shares will not be represented by separate
   certificates, but by one certificate of Carnival common stock, which will
   represent an equal number of Carnival shares and trust shares; and

..  upon each issuance of additional Carnival shares, including pursuant to the
   exercise of any existing option or convertible security, the P&O Princess
   Special Voting Trust will issue an equal number of additional trust shares.

After the effective date of the pairing agreement:

..  if Carnival declares or pays any distribution consisting in whole or in part
   of Carnival shares, or subdivides or combines Carnival shares, then the P&O
   Princess Special Voting Trust will effect corresponding adjustments to
   maintain the pairing relationship of one Carnival share to each trust share;

..  if Carnival otherwise reclassifies the Carnival shares, then the P&O
   Princess Special Voting Trust will effect such transactions as are necessary
   to maintain the pairing relationship of the securities into which one
   Carnival share was so reclassified to each trust share; and

..  if Carnival cancels or retires any Carnival shares, the trustee of the P&O
   Princess Trust will cancel or retire the corresponding trust shares.

Voting Trust Deed

The voting trust deed of the P&O Princess Special Voting Trust will reflect the
terms of the pairing agreement. The voting trust deed is attached as Annex C to
this proxy statement/prospectus. The trust property will consist of the P&O
Princess special voting share, all payments or collections in respect of the
P&O Princess special voting share and all other property from time to time
deposited in the trust. The voting trust deed will provide that at every
meeting of P&O Princess shareholders at which a resolution relating to a joint
electorate action or a class rights action is to be considered, the trustee of
the P&O Princess Special Voting Trust will be present by corporate
representative or by proxy. The trustee will not have any discretion as to how
the P&O Princess special voting share is to be voted at any P&O Princess
shareholders meeting. The trustee will cause the trust to vote the P&O Princess
special voting share at any P&O Princess shareholders meeting in accordance
with the requirements of the P&O Princess articles, the SVE  Special  Voting
Deed  and  the  DLC  equalization  principles  (in effect, to reflect the
outcome of votes at parallel Carnival shareholders meetings for purposes of
joint electorate actions and class rights actions).

The P&O Princess Special Voting Trust will have a single class of trust shares
of beneficial interest. Each trust share will represent an equal, absolute,
identical, undivided interest in the trust property. The trust will be
authorized to issue an unlimited amount of trust shares.

                                      54



No Consideration Payable

There is no consideration payable to Carnival or Carnival shareholders in
connection with the DLC transaction. The consideration exchanged between
Carnival and P&O Princess is the execution and delivery by each company of the
agreements required to implement the DLC structure, including the Deeds of
Guarantee described in "Proposal 1--The Offer and Implementation
Agreement--Deeds of Guarantee".

Required Vote

Approval of the Offer and Implementation Agreement (Proposal 1) and related
transactions required to effect the DLC transaction, including the necessary
amendments to the articles of incorporation and by-laws of Carnival (Proposal
2) and the additional proposed amendments to our articles of incorporation and
by-laws (Proposals 3, 4, 5 and 6), requires the affirmative vote of a majority
of all outstanding shares Carnival shares entitled to vote at the special
meeting.

Accounting Treatment

We expect to account for the DLC transaction as a purchase by Carnival of P&O
Princess. We also expect that under U.S. GAAP the DLC transaction will be
accounted for using the purchase method of accounting in accordance with
Statement of Financial Accounting Standards No. 141 "Business Combinations". In
accordance with the purchase method of accounting, the P&O Princess U.S. GAAP
accounting policies will be conformed to our accounting policies upon
completion of the DLC transaction.

United States Federal Income Tax Consequences

Although there is no U.S. federal income tax authority addressing the tax
consequences of a DLC transaction, we believe that the DLC transaction should
not give rise to taxable income or gain for U.S. Carnival shareholders that are
U.S. holders for U.S. federal income tax purposes. However, the IRS may assert
that U.S. Carnival shareholders received taxable income as a result of the
various voting and equalization provisions necessary to implement the DLC
transaction, including the trust shares. We believe that such voting and other
rights, if any, received by shareholders are expected to have only nominal
value and, therefore, the receipt of such rights by U.S. Carnival shareholders
would only result in a nominal amount of income. It is possible, however, that
the IRS may disagree with this conclusion. For general information on the
application of current U.S. tax laws applicable to Carnival shareholders that
are U.S. holders in respect of the DLC transaction, see "The Combined
Group--Taxation of the Combined Group--U.S. Taxation."

Holders of Carnival shares should consult their independent professional
advisers in the light of their particular circumstances as to the U.S. federal
income tax consequences of the DLC transaction, as well as to the effect of any
state, local or applicable foreign tax law.

Regulatory Approvals

The DLC transaction is conditioned upon the receipt of certain regulatory
approvals and consents. We have received clearance from the U.S. Federal Trade
Commission and the European Commission for the DLC transaction, and therefore
no further regulatory approvals are required.

No Appraisal Rights

The holders of Carnival common stock have no right to an appraisal of the value
of their shares in connection with the DLC transaction.

Takeover Regulation of the Combined Group

Following completion of the DLC transaction, Carnival and P&O Princess will
remain separately listed companies and will remain subject to any takeover laws
and rules applicable in their jurisdiction of

                                      55



organization, subject to provisions in the Carnival articles and the P&O
Princess articles, which are intended to have the effect of:

..   recognizing the substantive effect of the DLC transaction, which is that
    the two companies should be regarded as a combined enterprise that will be
    managed by a single senior executive management team, have aligned economic
    interests and pursue common objectives; and

..   respecting the acquisition limits under the UK Takeover Code.

The UK Takeover Panel has confirmed that, on the basis of information available
to it, upon completion of the DLC transaction, neither P&O Princess nor
Carnival will be a company to which the UK Takeover Code applies. The Takeover
Code provides a number of protections for shareholders, particularly in
relation to mandatory offers where a person or group of persons acting in
concert acquires in excess of 30% of the voting rights of a company.

Provisions will be included in the governing documents of Carnival and P&O
Princess in order to replicate certain of the protections provided by the UK
Takeover Code for companies listed on the LSE.

Control threshold

Under the P&O Princess articles and the Carnival articles, there will be a
limit that effectively prevents a person (together with any concert parties)
from (a) acquiring, or acquiring voting control over, 30% or more of the
combined votes which could be cast on a joint electorate action or (b) if such
person(s) already holds not less than 30%, but not more than 50%, of the
combined votes which would be cast on a joint electorate action, acquiring, or
acquiring voting control over, any shares which increase the percentage of
votes which such person(s) could cast on a joint electorate action, except as
described below.

Equivalent opportunities

If a person (together with any concert parties) exceeds either of the limits
described above then, under the Carnival articles and the P&O Princess
articles, that person will lose all rights attached to such shares as described
below unless that person makes, or announces a binding intention to make,
equivalent offers for both companies of the Combined Group within 10 days of
exceeding either limit and such offers are made to both Carnival shareholders
and P&O Princess shareholders within 28 days of making such an announcement. In
summary, the equivalent offers (and any increase or extension thereof) must:

..   be made to all holders of Carnival shares and P&O Princess shares at or
    about the same time;

..   comply with all applicable laws and rules which would govern an offer for
    the Carnival shares and which would govern an offer for the P&O Princess
    shares; and

..   be determined by the P&O Princess board and Carnival board to be equivalent
    with respect to consideration (including taking into account any existing
    share price disparity), terms and conditions of offer, information with
    respect to such offer and time to consider the offer for both the Carnival
    shareholders and the P&O Princess shareholders, both in relation to an
    initial offer and any increase or extensions.

Due to the variety of takeover procedures and structuring mechanisms for such a
transaction and the different takeover regimes applicable to both companies the
concept of equivalence has not been defined in the Carnival or P&O Princess
articles. It is expected that the boards of Carnival and P&O Princess,
considering applicable rules and regulations promulgated under the Exchange Act
and, where relevant, in consultation with the UK Takeover Panel, will determine
whether the offers are equivalent. In any event, such determination would be
made on a case-by-case basis.

                                      56



Each group of shareholders will be provided equivalent treatment and
opportunities and therefore will be entitled to make its own decision as to
whether the relevant offer is accepted. The completion of such transaction
would require both offers to become unconditional.

Breach of limits

Under the Carnival articles and the P&O Princess articles, if a person exceeds
either limit described above without making an equivalent offer for all
Carnival shares and P&O Princess shares, then, under the Carnival articles and
the P&O Princess articles, such excess shares will be transferred to a trustee
to be held in trust for a charitable organization. Such transfer may be
effected by the relevant board of the company concerned. The person who
originally beneficially owned those shares in breach of the prescribed
ownership limit will lose rights to income and any voting rights on those
shares. The trustee may then be required by the relevant board to transfer such
shares to another person, including (subject to applicable law and regulation)
the relevant company.

Exclusions to the ownership threshold

The provisions and restrictions described above will not apply to:

..   any buy-back;

..   any acquisition of shares if the restrictions are prohibited by applicable
    law and regulations;

..   any acquisition by members of the Arison family and trusts for their
    benefit provided their holdings do not increase by more than 1% of the
    voting power of the Combined Group in any period of twelve consecutive
    months, subject to their combined shareholdings not exceeding 40% of the
    voting power of the Combined Group. Any transfers of shares among members
    of the Arison family and trusts for their benefit are also not subject to
    the provisions and restrictions described above; and

..   any acquisition pursuant to a mandatory exchange.

Existing 4.9% Ownership Limit

In order for Carnival to qualify as a publicly-traded corporation under Section
883, the Carnival articles also contain provisions that prevent third parties,
other than the Arison family and trusts for their benefit, from acquiring
beneficial ownership of more than 4.9% of the outstanding Carnival shares
without the consent of the Carnival board of directors and provide for the
lapse of rights, and sale, of any shares acquired in excess of that limit. The
combined effect of these provisions precludes a third party from acquiring
control of a controlling interest in either company or the Combined Group.
These provisions may only be amended by both sets of shareholders, voting
separately as a class, in a class rights action.

                                      57



                                 THE COMPANIES

Carnival

We are a global cruise vacation and leisure travel company. We offer a broad
range of cruise brands serving the vacation market through Carnival Cruise
Lines, Holland America Line, Costa Cruises, Cunard Line, Seabourn Cruise Line
and Windstar Cruises. Our various brands operate 45 cruise ships, offering a
total of 67,282 lower berths, in Alaska, Australia, Bahamas, Bermuda, Canada,
the Caribbean, Europe, the Hawaiian Islands, the Mediterranean, the Mexican
Riviera, New England, the Panama Canal, South America and other exotic
destinations worldwide. We have 13 additional cruise ships on order, which will
offer a further 30,580 lower berths. These ships are expected to enter service
over the next three and a half years. In addition to our cruise operations, we
operate a tour business through Holland America Tours, which markets
sightseeing tours both separately and as a part of its cruise/tour packages.

Additional summary information about our cruise brands is as follows:



                        NUMBER OF  PASSENGER
      CRUISE BRAND        SHIPS   CAPACITY/(1)/ PRIMARY LOCATION OF PASSENGERS
      ------------      --------- ------------  ------------------------------
                                       
  Carnival Cruise Lines    18        38,348             North America
  Holland America          11        14,494             North America
  Costa                    8         10,754                Europe
  Cunard                   2          2,458                Europe
  Seabourn                 3            624             North America
  Windstar                 3            604             North America
                        --------- ------------
                           45        67,282

--------
(1)In accordance with cruise industry practice, all passenger capacities are
   measured in lower berths calculated based on two passengers per cabin even
   though some cabins can accommodate three or more passengers.

Our cruise operations had worldwide cruise passengers, passenger capacity and
occupancy as follows/(1)/:



       FISCAL YEAR             CRUISE PASSENGERS         PASSENGER CAPACITY           OCCUPANCY/(3)/
       -----------         -------------------------  -------------------------  -------------------------
                                                                        
          2002                     3,549,000                  67,282/(2)/                 105.2%
          2001                     3,385,000                   58,346                     104.7%
          2000                     2,669,000                   48,196                     105.4%
          1999                     2,366,000                   43,810                     104.3%
          1998                     2,045,000                   39,466                     106.3%

--------
(1)Information presented is as of the end of our fiscal year for passenger
   capacity. Costa's passengers, capacity and occupancy are only included in
   2001 and 2002.
(2)Excludes Windstar Cruises' 148 passenger capacity ship, Wind Song, which was
   removed from service in December 2002.
(3)In accordance with cruise industry practice, occupancy is determined based
   on double occupancy per cabin even though some cabins can accommodate three
   or more passengers. Accordingly, the percentages in excess of 100% indicate
   that more than two passengers occupied some cabins.

We were incorporated under the laws of the Republic of Panama in November 1974.
Our common stock is listed on the NYSE under the symbol "CCL". Our principal
executive offices are located at Carnival Place, 3655 N.W. 87th Avenue, Miami,
Florida 33178-2428. The telephone number of our principal executive offices is
(305) 599-2600.

                                      58



P&O Princess

P&O Princess is a global cruise vacation company operating under the following
brand names: Princess Cruises in North America; P&O Cruises, Ocean Village and
Swan Hellenic in the UK; AIDA and A'ROSA in Germany; and P&O Cruises in
Australia. P&O Princess provides cruises to Alaska, the Caribbean, Europe, the
Mediterranean, the Panama Canal and other exotic destinations. As of January
31, 2003, P&O Princess has a fleet of 20 ocean cruise ships and two river boats
offering a total of 33,100 lower berths, with five additional ocean cruise
ships and two river boats on order as of that date, offering a further 12,080
lower berths. The new ships are expected to be delivered over the next two
years. P&O Princess' tour division, Princess Tours, is a tour operator in
Alaska with five riverside lodges, a fleet of motorcoaches and Midnight Sun
Express rail cars. P&O Princess also owns P&O Travel, a business to business
travel agency, which is responsible for the purchasing of part of P&O Princess'
air travel requirements.

Additional summary information as of January 31, 2003 about P&O Princess'
cruise brands is as follows:



                                                                                    PRIMARY LOCATION OF
    CRUISE BRAND/(1)/           NUMBER OF SHIPS        PASSENGER CAPACITY/(2)/          PASSENGERS
    -----------------      -------------------------  -------------------------  -------------------------
                                                                        
Princess Cruises                      11                       19,920                  North America
P&O Cruises (UK)                       4                        7,170                 United Kingdom
Swan Hellenic                          1                          360                 United Kingdom
AIDA                                   2                        2,460                     Germany
A'ROSA                                 1                        1,590                     Germany
A'ROSA (river cruises)                 2                          400                     Germany
P&O Cruises (Australia)                1                        1,200                    Australia
                           -------------------------  -------------------------
                                      22                       33,100

--------
(1)Ocean Village, a new UK cruise brand, is expected to commence passenger
   service in May 2003.
(2)In accordance with cruise industry practice, all passenger capacities are
   measured in lower berths calculated based on two passengers per cabin even
   though some cabins can accommodate three or more passengers.

P&O Princess' cruise operations had worldwide cruise passengers, passenger
capacity and occupancy as follows:



       FISCAL YEAR             CRUISE PASSENGERS         PASSENGER CAPACITY              OCCUPANCY
       -----------         -------------------------  -------------------------  -------------------------
                                                                        
          2002                     1,178,000                   10,670                     100.0%
          2001                     1,028,000                    9,465                     100.0%
          2000                       930,000                    8,731                      99.3%
          1999                       758,000                    7,133                     100.0%
          1998                       634,000                    6,307                      98.3%
          1997                       /(1)/                      5,781                      98.8%

--------
(1)Not available.

P&O Princess was incorporated and registered in England and Wales in July 2000.
P&O Princess ordinary shares are listed on the LSE and P&O Princess ADSs are
listed on the NYSE. Both P&O Princess shares and P&O Princess ADSs trade under
the symbol "POC" on their respective exchanges. P&O Princess' principal
executive offices are located at 11-12 Charles II Street, London SW1Y 4QU,
England. The telephone number of P&O Princess' principal executive offices is
+44 20 7805 1200.


                                      59



                              THE COMBINED GROUP

The description of the Combined Group assumes completion of the DLC
transaction. The DLC transaction is conditioned on certain events, including
approval by the shareholders of both Carnival and P&O Princess.

The implementation of the DLC structure will involve a strategic combination of
the businesses of Carnival and P&O Princess. The two companies will have a
single senior executive management team and identical boards of directors, and
will be operated as if they were a single economic enterprise.

The Combined Group will be the largest cruise vacation group in the world,
based on revenues, passengers carried and available capacity. It will have a
wide portfolio of complementary brands, both by geography and product offering,
and will include some of the best known cruise brands globally. We believe that
the combination will allow the Combined Group to offer a wider range of
vacation choices for its passengers and will enhance its ability to attract
passengers from land-based vacations to cruise vacations.

As of January 31, 2003, Carnival and P&O Princess together had a combined fleet
of 65 cruise ships offering 99,982 lower berths, with 18 additional cruise
ships having 42,260 lower berths scheduled to be added over the next three and
a half years. In addition, the Combined Group will be a leading provider of
cruises to all major cruise destinations outside the Far East. The Combined
Group will have one of the youngest and most modern fleets in the cruise
industry, with an average vessel age (weighted by lower berths) of 7.5 years as
of January 31, 2003. The Combined Group will also operate two private
destination ports of call in the Caribbean for the exclusive use of its
passengers and two river boats in Germany (with a further two on order at
January 31, 2003), and will offer land-based tour packages as part of its
vacation product alternatives. Carnival and P&O Princess together carried
approximately 4.7 million passengers in fiscal 2002.

On a pro forma basis in accordance with U.S. GAAP, the Combined Group would
have reported revenues of $6.9 billion and net income of $1.3 billion for the
fiscal year ended November 30, 2002. On the same basis, the Combined Group
would have reported shareholders' equity of $12.8 billion as at November 30,
2002.

Brands

The Combined Group will offer thirteen complementary brands with leading
positions in North America, the UK, Germany, Italy, France, Spain, Brazil,
Argentina and Australia. These brands operate itineraries in the following
regions: Alaska, Australia, Bahamas, Bermuda, Canada, the Caribbean, Europe,
the Hawaiian Islands, the Mediterranean, the Mexican Riviera, New England, the
Panama Canal, South America and other exotic destinations worldwide.

The Combined Group's principal brands will include:


                          
      Carnival Cruise Lines     -- primarily marketed in North America
      Princess Cruises
      Holland America Line
      Cunard Line
      Windstar Cruises
      Seabourn Cruise Line

      P&O Cruises (UK)          --primarily marketed in the United Kingdom
      Swan Hellenic
      Ocean Village

      AIDA                      --primarily marketed in Germany
      A'ROSA


                                      60




                            

Costa Cruises                  --primarily marketed in southern Europe and Germany

P&O Cruises (Australia)        --primarily marketed in Australia


Both Carnival and P&O Princess have historically managed their brands on a
decentralized basis. The Combined Group intends to take a similar approach
while integrating certain back office activities and taking other steps to
achieve economies of scale and cost synergies.

Fleet

As of January 31, 2003, Carnival and P&O Princess together operated a fleet of
65 cruise ships with an aggregate capacity of 99,982 lower berths. As of that
date, Carnival and P&O Princess together had an additional 18 cruise ships on
order, with an aggregate capacity of 42,260 lower berths, scheduled for
delivery during the next three and a half years. In addition, the Combined
Group will operate two river boats on the Danube and as of January 31, 2003 had
two new river boats on order representing a further 400 lower berths.

As of January 31, 2003, the fleet of the Combined Group (excluding river boats)
would have had an average vessel age (weighted by lower berths) of 7.5 years
and an average vessel size of approximately 1,540 lower berths. Based on the
existing fleet and announced additions and withdrawals, and excluding river
boats, the average vessel age (weighted by lower berths) of the Combined
Group's fleet will be 8.7 years at November 30, 2006 and its average vessel
size will have increased to approximately 1,720 lower berths.

The table below summarizes the Combined Group's fleet capacity measured in
lower berths by brand as of January 31, 2003 and the projected fleet capacity
at November 30, 2006, taking into account existing cruise ships on order and
announced transfers and withdrawals. In accordance with industry practice,
capacity is based on two passengers occupying the lower berths in each cabin,
even though some cabins can accommodate more than two passengers.

Lower Berths


                        Capacity at                                          Projected
                        January 31,  Vessel      Announced      Announced   capacity at
Brands                     2003     additions withdrawals/(4)/  transfers   Nov 30, 2006
------                     ----     --------- ----------------  ---------   ------------
                                                             
Carnival Cruise Lines      38,348    11,046          --             --         49,394
Princess Cruises           19,920    10,410          --         (3,600)        26,730
Holland America Line       14,494     7,392          --             --         21,886
Cunard Line                 2,458     4,588          --             --          7,046
Windstar Cruises              604        --          --             --            604
Seabourn Cruise Line          624        --          --             --            624
P&O Cruises (UK)            7,170        --          --           560 /(3)/     7,730
Swan Hellenic/(1)/            360       676        (360)            --            676
Ocean Village/(2)/             --       160          --          1,450          1,610
Costa Cruises              10,754     7,554          --             --         18,308
AIDA                        2,460     1,270          --             --          3,730
A'ROSA                      1,590        --          --          1,590          3,180
P&O Cruises (Australia)     1,200        --          --             --          1,200
A'ROSA (River Cruises)        400       400          --             --            800
                          -------    ------        ----         ------        -------
Total                     100,382    43,496        (360)            --        143,518

--------
(1)The charter for the 360-berth Minerva ends in April 2003. The ship will be
   replaced by a new chartered ship, Minerva II, which was built in 2001 and
   has 676 lower berths.
(2)Arcadia, which is currently sailing in the P&O Cruises (UK) fleet, is due to
   be transferred to Ocean Village in the second quarter of 2003. Her refit
   will result in the creation of an additional 160 lower berths.

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(3)This figure reflects the net result of the transfer of Adonia, with 2,010
   lower berths, from the Princess fleet to the P&O Cruises (UK) fleet in the
   second quarter of 2003 and the redeployment of Arcadia, with 1,450 lower
   berths, to the Ocean Village fleet in the second quarter of 2003.
(4)The Combined Group is expected to withdraw additional capacity from service
   through 2006.

Strategy

Carnival and P&O Princess operate multi-brand strategies that are intended to
differentiate themselves from their competitors and provide products and
services appealing to the widest possible target audience across all major
segments of the vacation industry.

Having established the contemporary Carnival Cruise Lines brand in 1972,
Carnival entered the premium/luxury segment with the acquisition of Holland
America Line/Windstar Cruises in 1989. Carnival has continued to acquire and
build brands and expand its geographic reach, through the further acquisition
of the ultra luxury Seabourn brand, the contemporary European brand Costa
Cruises and the premium/luxury British brand Cunard. These six brands are
managed by four distinct management groups which operate on a decentralized
basis. Carnival has found this decentralized management approach to be highly
successful and expects the Combined Group to be managed in a similar fashion.

Similarly, P&O Princess has established a multi-brand strategy targeting a wide
customer base. From established positions in the UK and Australian cruise
industries, P&O Princess improved its position in the North American cruise
industry in the 1970s and 1980s through the acquisitions of Princess Cruises
and Sitmar Cruises and in Germany through the acquisition in 1999 of a majority
stake in AIDA Cruises, one of the best known cruise brands in Germany. P&O
Princess acquired the remainder of AIDA Cruises in 2000 and commenced the
operation of a new German brand, A'ROSA, in 2002. In the UK, P&O Princess has
recently launched Ocean Village, a new brand for the contemporary segment.

The Combined Group's will seek to be the leading global cruise vacation
operator with brands appealing to the widest target audience, focused on
sourcing passengers from developed vacation markets where cruising is one of
the fastest growing vacation alternatives. Carnival and P&O Princess also
expect to market certain of the Combined Group's brands to enter into and
expand developing vacation markets. In pursuit of this strategy, the companies
of the Combined Group will seek to:

Build on brand strengths

The Combined Group will have some of the most widely recognized cruise brands
in North America, Europe, South America (primarily Brazil and Argentina) and
Australia and will be a leading provider of cruise vacations to all of the key
cruise destinations outside the Far East, including Alaska, Australia, Bahamas,
Bermuda, Canada, the Caribbean, Europe, the Hawaiian Islands, the
Mediterranean, Mexican Riviera, New England, the Panama Canal, South America
and other exotic destinations worldwide. Carnival and P&O Princess intend to
continue to grow the Combined Group's brands and broaden and develop the range
of destinations, itineraries, tours and vacation alternatives offered by the
Combined Group. The Combined Group intends to provide greater choice and
options for its passengers among these well-recognized brands in order to
continue to attract passengers from the wider vacation market.

Increase global presence

It is expected that the brand offerings and diversified fleet of the Combined
Group will enable it to accelerate the entry of cruising into existing and new
geographical vacation markets.

We believe that there is a significant opportunity to continue to build the
Combined Group's presence in the relatively underdeveloped cruise vacation
industry within continental Europe. The Combined Group will be one of the
leading cruise vacation companies in the UK, Germany and southern Europe,

                                      62



which are three of the largest vacation markets outside of North America. In
the UK, P&O Cruises and Cunard are two of the most recognized brands. AIDA is
one of the best known cruise brands in Germany, and Costa is one of the most
widely recognized cruise brands in Europe.

Maximize growth through strategic deployment of its brands and fleet

The Combined Group expects to strategically deploy its diversified fleet in
order to increase its global reach and enter new and developing markets. Such
strategic deployment is expected to allow the Combined Group to appeal to the
largest target audience with brands, products and itineraries with the widest
appeal in a particular geographic region.

Carnival and P&O Princess have traditionally constructed purpose-built ships
for each of their brands, consistent with the passenger demographics and
product features of the particular brand. In addition, in order to take
advantage of the rapidly expanding demand in Europe for cruises, several
vessels have been transferred within the Carnival and P&O Princess groups over
the last several years. For example, Carnival's Tropicale was transferred to
Costa and now operates as the Costa Tropicale and Holland America's Westerdam
was transferred to Costa and now operates as the Costa Europa. P&O Princess has
successfully deployed vessels in order to build its brands in the UK and
Australia and to launch a new brand in Germany. For instance, in 2002 P&O
Princess transferred the Ocean Princess and the Crown Princess to the P&O
Cruises (UK) and A'ROSA brands in the UK and Germany, respectively, and intends
to transfer the Sea Princess to the P&O Cruises (UK) fleet in 2003. In 2000,
Princess Cruises' Sky Princess was redeployed to P&O Cruises (Australia) and
now operates as the Pacific Sky.

We expect the Combined Group to continue to explore opportunities to utilize
its vessels in such a manner consistent with providing the overall best return
for the Combined Group.

Realize cost savings.

Carnival has consistently been one of the most efficient cruise operators in
the cruise vacation industry. Carnival believes it has been able to achieve
these efficiencies through its decentralized management approach, economies of
scale, highly experienced management team and the ability to disseminate best
practices across its operating companies. Since its demerger from The
Peninsular and Oriental Steam Navigation Company in October 2000, P&O Princess
has pursued a cost reduction program aimed at bringing its cost structure more
into line with other major cruise operators. This program enabled underlying
costs to be reduced by 13% per available berth day over two years.

Carnival and P&O Princess expect that the Combined Group will generate
significant cost savings, estimated to be at least $100 million on an
annualized basis, commencing in the first full fiscal year following completion
of the DLC transaction. Carnival and P&O Princess expect that these cost
savings will be generated principally through the dissemination of best
practices between the companies, economies of scale and the rationalization of
certain shoreside operations. Carnival and P&O Princess expect that the
majority of cost savings will come from the following areas:

..   rationalizing each of sourcing and logistics, tour operations, certain back
    office functions and other offices and activities, such as sales and
    support offices globally;

..   reducing selling, general and administrative costs from areas such as
    insurance, rent and other administrative costs;

..   rationalizing port activities;

..   rationalizing information technology across the group; and

..   disseminating best practices across shipboard and shoreside operations.

One-time cash costs of achieving these cost savings are expected to be
approximately $30 million.

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Industry Background

Since 1970, cruising has been one of the fastest growing segments of the
vacation market. According to Cruise Lines International Association, or CLIA,
a leading industry trade group, in 1970 approximately 0.5 million North
American-sourced passengers took cruises of two consecutive nights or more.
CLIA estimates that this number reached approximately 7.4 million passengers in
2002, a compound annual growth rate of approximately 9% since 1970.

Outside North America, the principal sources of passengers for the industry are
the UK, Germany, Italy, France, Spain, South America and Australia. In all of
these areas, cruising represents a smaller proportion of the overall vacation
market than it does in North America but, based on industry data, is generally
experiencing higher growth rates.

Cruising offers a broad range of products to suit vacationing passengers of
many ages, backgrounds and interests. Cruise brands can be broadly divided into
the contemporary, premium and luxury segments. The Combined Group will have
significant product offerings in each of these segments. The contemporary
segment is the largest segment and typically includes cruises that last seven
days or less, have a more casual ambience and are less expensive than premium
or luxury cruises. The premium segment is smaller than the contemporary segment
and typically includes cruises that last from seven to 14 days. Premium cruises
emphasize quality, comfort, style and more destination- focused itineraries and
the average pricing on these cruises is typically higher than those in the
contemporary segment. The luxury segment is the smallest segment and is
typically characterized by smaller vessel size, very high standards of
accommodation and service, generally with higher prices than the premium
segment. Notwithstanding these marketing segment classifications, there is
overlap and competition among cruise segments.

The Combined Group will provide cruise vacations in most of the largest
vacation markets in the world: North America, the UK, Germany and southern
Europe. A brief description of the principal vacation regions in which the
Combined Group intends to operate is as follows:

North America

The largest vacation market in the world is North America. According to CLIA,
approximately 7.4 million North American passengers took cruises for two
consecutive nights or more in 2002.

Estimates of North American-sourced cruise passengers and the number of lower
berths marketed in North America compiled by CLIA from 1997 to 2002 are as
follows:



                                 Cruise
                               Passengers
                               sourced in     Lower Berths
                                  North     Marketed in North
                 Calendar Year America/(1)/   America/(2)/
                                      
                     1997       5,051,000        118,000
                     1998       5,428,000        138,000
                     1999       5,894,000        149,000
                     2000       6,882,000        166,000
                     2001       6,906,000        176,000
                     2002       7,400,000        193,000

--------
(1)Based on passengers carried for at least two consecutive nights for the
   calendar year (2002 estimates are preliminary).
(2)As of the end of the calendar year. These figures include some ships which
   are marketed in North America and elsewhere.

The principal itineraries visited by North American cruise passengers in 2002
were the Caribbean, Bahamas and Mexico. In addition, North American cruise
passengers visited Alaska, Bermuda, Europe, the Mediterranean, the Panama Canal
and other exotic locations, including South America, Africa, the South Pacific,
the Orient and India.

                                      64



Based on the number of ships that are currently on order worldwide and
scheduled for delivery between 2003 and 2006, Carnival and P&O Princess expect
that the net capacity serving North American consumers will increase
significantly over the next several years. Projections compiled by CLIA
indicate that by the end of 2003, 2004 and 2005, North America will be served
by 187,197 and 199 ships, respectively, having an aggregate passenger capacity
of approximately 213,000, 236,000 and 240,000 lower berths, respectively. These
figures include some ships that are expected to be marketed in North America
and elsewhere. CLIA's estimates of capacity do not include assumptions related
to unannounced ship withdrawals due to factors such as the age of ships or
changes in the location from where ships' passengers are predominantly sourced
and, accordingly, could indicate a higher percentage growth in North American
capacity than will actually occur. Nonetheless, we expect that net capacity
serving North American-sourced cruise passengers will increase over the next
several years.
Europe

We estimate that Europe is one of the largest vacation markets, but cruising in
Europe has achieved a much lower penetration rate than in North America. We
estimate that approximately 2.3 million European-sourced passengers took cruise
vacations in 2002 compared to approximately 7.4 million North American-sourced
passengers. However, from 1990 to 2002, the number of cruise passengers sourced
from Europe has been growing faster than the number of cruise passengers
sourced from North America. From 1997 through 2001, the rate at which Europeans
took a cruise grew at a compound annual growth rate of 12% compared to an 8%
growth rate with respect to North Americans. With respect to the European
countries from which the most cruise passengers are sourced, from 1997 through
2001 the compound annual growth rate in cruise passengers was 10% in the UK,
14% in France, 8% in Germany and 11% in Italy. Cruise vacation companies are
continuing to expand their offerings in Europe. For example, more cruise
vacations were marketed to European passengers in 2002 than in 2001. We expect
that a number of additional new or existing ships will be introduced into
Europe over the next several years.

We also believe that Europe will represent a significant area for the growth
for the Combined Group because, among other things, the vacation markets in
Europe are large but the level of penetration of cruising is low.

UK

The UK is one of the largest sources for cruise passengers in the world.
According to G.P.Wild (International) Limited, approximately 0.8 million UK
passengers took cruises in 2001. Cruising was relatively underdeveloped as a
vacation option for UK consumers until the mid-1990s, but since then there has
been strong growth in the number of cruise passengers sourced from the UK. The
number of UK cruise passengers increased by a compound annual growth rate of
approximately 10% between 1997 and 2001. The main destination for UK cruise
passengers is the Mediterranean. Other popular destinations for UK cruise
passengers include the Caribbean, the Atlantic Islands, including the Canary
Islands and the Azores, and Scandinavia. The Combined Group will have two of
the most widely recognized brands in the UK-P&O Cruises (UK) and Cunard.

Germany

Germany is one of the largest sources for cruise passengers in continental
Europe with approximately 0.4 million on cruise passengers in 2001. Germany
exhibited a compound annual growth rate in the number of cruise passengers
carried of approximately 8% between 1997 and 2001. We believe that German
cruising is an underdeveloped region for the cruise industry. The main
destinations visited by German cruise passengers are the Mediterranean and the
Caribbean. Other popular destinations for German cruise passengers include
Scandinavia and the Atlantic Islands. The Combined Group will have four brands
marketed in Germany: AIDA, A'ROSA, Costa and Cunard.

                                      65



Southern Europe

The main regions in southern Europe for sourcing cruise passengers are Italy,
France and Spain. Together, these countries generated approximately 0.7 million
cruise passengers in 2001. Cruising in Italy, France and Spain exhibited a
compound annual growth rate in the number of passengers carried of
approximately 15% between 1997 and 2001. We believe that these regions are also
relatively underdeveloped for the cruise industry. The Combined Group intends
to increase its penetration in Southern Europe through Costa Cruises, the
largest and one of the most recognized cruise brands marketed in Europe.

South America

Cruising has been marketed in South America for many years, although the region
remains in an early stage of development. Cruises from South America typically
occur during the southern hemisphere summer months of November through March,
and are primarily seven to nine days in duration. The Combined Group expects
its presence in this region will be primarily represented through the Costa
brand, which currently operates two vessels in this region Costa Classica and
Costa Tropicale, offering approximately 2,324 lower berths.

Australia

Cruising in Australia is relatively small but well established. We estimate
that approximately 0.1 million Australians took cruise vacations in 2001. The
Combined Group expects to continue to serve this region through the P&O Cruises
(Australia) brand, which currently operates Pacific Sky and, for a portion of
the year, Pacific Princess in this region, and through Cunard and Holland
America, which market their world and other cruises in Australia.

Characteristics of the Cruise Vacation Industry

Strong growth

Cruise vacations have experienced significant growth in recent years. The
number of new cruise ships currently on order from shipyards indicates that the
growth in supply of cruise capacity is set to continue for a number of years.
As a result of this continuing growth in supply, continued growth in demand
across the industry, particularly in North America, will be required in order
to take up this increase in supply. Given the historical growth rate of
cruising and the relative low penetration levels in major vacation markets, the
Combined Group believes that there are significant areas for growth. However,
in order for demand to meet available capacity, for the past few years there
has been pressure on cruise pricing. See "Risk Factors--Risks relating to the
Combined Group's businesses."

Wide appeal of cruising

Cruising appeals to a broad demographic range of passengers. Industry surveys
estimate that the principal passengers for cruising in North America (defined
as households with income of $40,000 or more headed by a person who is at least
25 years old) now comprise approximately 128 million people. About half of
these individuals have expressed an interest in a cruise as a vacation
alternative.

Relatively low penetration levels

North America has the highest cruising penetration rates per capita.
Nevertheless, CLIA estimates that only 15% of the U.S. population has ever
taken a cruise. In the UK, where there has been significant expansion in the
number of cruise passengers carried over the last five years, cruising
penetration levels per capita are only approximately three-fifths of those of
North America. In the principal vacation regions in continental Europe,
cruising penetration levels per capita are approximately one-fifth of those in
North America. Elsewhere in the world cruising is at an early stage of
development and has far lower penetration rates.

                                      66



Satisfaction rates

Cruise passengers tend to rate their overall satisfaction with a cruise-based
vacation higher than comparable land-based hotel and resort vacations. In North
America, industry studies indicate that cruise passengers experience a high
level of satisfaction with their cruise product, with 69% of cruisers finding
the value of the cruise vacation experience to be as good as, or better than,
the value of other vacations.

Competition

Carnival and P&O Princess compete, and the Combined Group will compete, both
with a wide array of land-based vacation alternatives and with other cruise
lines for consumers' disposable leisure time dollars.

The Combined Group will compete with land-based vacation alternatives
throughout the world, including, among others, resorts and hotels located in
Las Vegas, Nevada, Orlando, Florida, various Caribbean, Mexican, Bahamian and
Hawaiian Island destination resorts and numerous vacation destinations
throughout Europe and the rest of the world. Specifically, the Combined Group's
land-based competitors include, among many others, MyTravel, Club Mediterranee,
GoGo Tours, Fairfield Communities Vacation Ownership Club, First Choice,
Harrah's Entertainment, Hilton Hotels, Hyatt Hotels, Kuoni Travel, Mandalay
Resort Group, Disney, Universal Studios, Marriott International Resorts and the
Marriott Vacation Ownership Club, MGM Grand, Nouvelle Frontieres, Perillo
Tours, Ritz-Carlton Hotels, Saga Tours, Six Flags, Starwood Hotels and Resorts,
Sandals Resorts, Sun City Resorts, Thomas Cook, Trafalgar and companies in the
TUI Group, as well as various other theme parks.

The Combined Group's primary cruise competitors in the contemporary and/or
premium cruise segments for North American-sourced passengers will be Royal
Caribbean Cruises Ltd., which owns Royal Caribbean International and Celebrity
Cruises, Star Cruises plc, which owns Norwegian Cruise Line and Orient Lines,
and Disney Cruise Line.

The Combined Group's primary cruise competitors for European-sourced passengers
will be My Travel's Sun Cruises, Fred Olsen, Saga and Thomson in the UK;
Festival, Hapag-Lloyd, Peter Deilmann and Phoenix Reisen in Germany; and
Mediterranean Shipping Cruises, Royal Olympia Cruises, Louis Cruise Line and
Festival Cruises in southern Europe. The Combined Group will also compete for
passengers throughout Europe with Norwegian Cruise Line, Orient Lines, Royal
Caribbean International and Celebrity Cruises.

The Combined Group's primary competitors in the luxury cruise segment for its
Cunard, Seabourn and Windstar brands will include Crystal Cruises, Radisson
Seven Seas Cruise Line, and Silversea Cruises.

The Combined Group's brands will also compete with similar or overlapping
product offerings across all of the Combined Group's segments.

Employees

The Combined Group is expected to have approximately 11,400 full and
part-time/seasonal employees engaged in shoreside operations upon
implementation of the DLC structure. Carnival and P&O Princess will also
employ, in the aggregate, approximately 45,800 officers, crew and staff on its
combined fleet of 65 cruise ships and two river boats. A significant proportion
of employees that work in Carnival's and P&O Princess' ship, hotel, and motor
coach operations are unionized and/or are party to collective bargaining
agreements. We consider our respective employee and union relations generally
to be good.

                                      67



The Combined Group is expected to source its shipboard officers primarily from
Italy, Holland, the UK and Norway. The remaining crew positions are manned by
persons from around the world. The Combined Group is expected to utilize
various manning agents in many countries and regions to help secure its
shipboard employees.

Board and Management

Carnival and P&O Princess will be managed and operated as if they were a single
economic enterprise. Although each of Carnival and P&O Princess will continue
to exist as a separate company with its own board of directors and senior
executive management, the boards and senior executive management of each
company will be identical. The proposed directors of Carnival and P&O Princess
following implementation of the DLC structure are listed under "Directors and
Executive Officers of the Combined Group". In addition to their normal
fiduciary duties to the company and obligation to have regard to the interests
of its shareholders, the directors of each company will be entitled to have
regard to the interests of the other company and its shareholders. Micky
Arison, the Chairman and Chief Executive Officer of Carnival, will be Chairman
and Chief Executive Officer of both Carnival and P&O Princess and Howard S.
Frank, the Vice Chairman and Chief Operating Officer of Carnival, will be the
Vice Chairman and Chief Operating Officer of both Carnival and P&O Princess.
Peter Ratcliffe, P&O Princess' Chief Executive Officer, will be an executive
director of both Carnival and P&O Princess. In addition, Gerald R. Cahill, the
Chief Financial Officer and Chief Accounting Officer of Carnival, will be the
Chief Financial Officer and Chief Accounting Officer of both Carnival and P&O
Princess. The Combined Group expects to take advantage of the best management
practices across the two companies. The headquarters of the Combined Group will
be in Miami with a corporate office in London.

Dividends

Following completion of the DLC transaction, P&O Princess shareholders will
continue to receive dividends declared by P&O Princess and Carnival
shareholders will continue to receive dividends declared by Carnival. Dividends
in respect of both P&O Princess shares and Carnival shares declared after
completion of the DLC transaction will be paid at about the same time and in
equalized amounts in accordance with the equalization ratio disregarding any
amounts required to be deducted or withheld in respect of taxes and the amount
of any applicable tax credits.
Carnival will continue to pay dividends in U.S. dollars. P&O Princess
shareholders will continue to have the option to elect to receive dividends in
U.S. dollars or pounds sterling in accordance with P&O Princess' existing
procedures.

It is intended that the first dividend to be paid by the Combined Group will be
declared in April 2003, with a record date in May 2003 and a payment date in
June 2003.

On-going Reporting

We expect that the DLC transaction will be accounted for under U.S. GAAP using
the purchase method of accounting in accordance with Statement of Financial
Accounting Standards No. 141 "Business Combinations". In accordance with the
purchase method of accounting, the P&O Princess U.S. GAAP accounting policies
will be conformed to Carnival's accounting policies upon completion of the DLC
transaction.

Following implementation of the DLC structure, P&O Princess will change its
fiscal year end to November 30 so that it will be the same as Carnival's
current fiscal year end. The Combined Group intends to publish combined
financial statements denominated in U.S. dollars and prepared in accordance
with U.S. GAAP. We expect that these combined financial statements will be
included in a combined annual report. P&O Princess also expects to include
summary balance sheet information

                                      68



and summary income statement information prepared in accordance with UK GAAP,
without notes, in the annual report. P&O Princess shareholders will be able to
request an additional document containing P&O Princess financial statements
prepared in accordance with UK GAAP, which together with the other published
information would constitute the full annual report and financial statements.

We and P&O Princess will file periodic and current reports with the SEC on a
joint basis in accordance with the rules applicable to U.S. domestic reporting
companies. The financial statements presented in the periodic reports will
consist of combined financial statements of the Combined Group prepared in
accordance with U.S. GAAP.

Taxation of the Combined Group

UK Taxation

Following the DLC transaction, P&O Princess will continue to be tax resident in
the UK and should continue to qualify for the UK tonnage tax regime in respect
of its relevant shipping profits.

In order for the tonnage tax regime to apply to relevant shipping profits, it
is necessary, among other matters, that the strategic and commercial management
of P&O Princess vessels currently within the tonnage tax regime remain located
in the UK. We believe that after implementation of the DLC transaction,
sufficient strategic and commercial management activities will remain located
in the UK to satisfy this test.

P&O Princess has been advised by its tax advisers that the DLC transaction
should not affect the application of the motive test exemption to the UK's
controlled foreign company rules, which currently applies to the non-UK
resident Princess Cruises brand vessel owning and operating subsidiaries.

U.S. Taxation

Exemption under Section 883 of the Internal Revenue Code

In general, under Section 883, certain non-U.S. corporations are not subject to
U.S. federal income tax or branch profits tax on certain U.S. source income
derived from the international operation of a ship or ships. Carnival and many
of its ship-owning and operating subsidiaries are non-U.S. corporations that
are organized in foreign countries that the Internal Revenue Service has
recognized as having granted an equivalent exemption to U.S. corporations for
the purposes of Section 883 and that derive income from sources within the
United States. In addition, certain members of the P&O Princess Group are
organised in foreign countries that the Internal Revenue Service has recognized
as having granted an equivalent exemption to U.S. corporations for the purposes
of Section 883 and which derive income from sources within the U.S.

A foreign corporation will qualify for the benefits of Section 883 if, in
relevant part, (i) the foreign country in which the foreign corporation is
organized grants an equivalent exemption to corporations organized in the U.S.
and (ii) either (a) more than 50% of the value of the corporation's stock is
owned, directly or indirectly, by individuals who are residents of that country
or of another foreign country that grants an equivalent exemption to
corporations organized in the U.S. referred to as the "stock ownership test"
(such individuals are referred to as "Qualified Shareholders") or (b) the
foreign corporation meets the publicly-traded test described below. In
addition, to the extent a foreign corporation's shares are owned by a direct or
indirect parent corporation which itself meets the publicly-traded test, then
in analyzing the stock ownership test with respect to such subsidiary, stock
owned directly or indirectly by such parent corporation will be deemed owned by
individuals resident in the country of incorporation of such parent corporation.

                                      69



A company whose shares are considered to be "primarily and regularly traded on
an established securities market" in the U.S., the UK or another qualifying
jurisdiction will meet the publicly-traded test (the "publicly-traded test").
Pursuant to recently revised proposed Treasury Regulations issued under Section
883, stock will be considered "primarily traded" on one or more established
securities markets if, with respect to each class of stock of the particular
corporation, the number of shares in each such class that are traded during a
taxable year on any such market exceeds the number of shares in each such class
traded during that year on any other established securities market. Stock of a
corporation will be generally considered "regularly traded" on one or more
established securities markets under the proposed regulations if (i) one or
more classes of stock of the corporation that, in the aggregate, represent more
than 50% of the total combined voting power of all classes of stock of such
corporation entitled to vote and of the total value of the stock of such
corporation are listed on such market; and (ii) with respect to each class
relied on to meet the more than 50% requirement in (i) above, (x) trades in
each such class are effected, other than in de minimis quantities, on such
market on at least 60 days during the taxable year, and (y) the aggregate
number of shares in each such class of the stock that are traded on such market
during the taxable year is at least 10% of the average number of shares of the
stock outstanding in that class during the taxable year. A class of stock that
otherwise meets the requirements outlined in the preceding sentence is not
treated as meeting such requirements for a taxable year if, at any time during
the taxable year, one or more persons who own, actually or constructively, at
least 5% of the vote and value of the outstanding shares of the class of stock,
own, in the aggregate, 50% or more of the vote and value of the outstanding
shares of the class of stock (the "5% Override Rule"). However, the 5% Override
Rule does not apply (a) where the foreign corporation establishes that
Qualified Shareholders own sufficient shares of the closely-held block of stock
to preclude non-Qualified Shareholders of the closely-held block of stock from
owning 50% or more of the total value of the class of stock for more than half
of the taxable year; or (b) to certain investment companies provided that no
person owns, directly or through attribution, both 5% or more of the value of
the outstanding interests in such investment company and 5% or more of the
value of the shares of the class of stock of the foreign corporation.

Carnival will continue to qualify as a publicly-traded foreign corporation for
these purposes after the DLC transaction and, consequently its foreign
subsidiaries that are organized in foreign jurisdictions that grant an
equivalent exemption will, subject to the discussion in the following
paragraph, continue to qualify for Section 883 benefits. P&O Princess believes
that it also should continue to qualify as a publicly-traded foreign
corporation for these purposes after the DLC transaction and, consequently,
that, if relevant, certain members of the P&O Princess Group that are organised
in foreign jurisdictions that grant an equivalent exemption should, subject to
discussion in the following paragraph, continue to qualify for Section 883
benefits.

It is possible that the Combined Group may be characterized for U.S. federal
income tax purposes as a partnership between Carnival and P&O Princess or,
conceivably, among their shareholders, notwithstanding the express intention of
the parties that the DLC structure shall not constitute a partnership or other
similar entity for any purpose. While either such characterization could affect
the technical application of certain rules, neither should have a material
impact under Section 883 or applicable U.S. income tax treaties, as appropriate.

In addition, the DLC structure has a number of features, including the special
voting share and other features with respect to which there is limited or no
authority under the Internal Revenue Code or applicable U.S. income tax
treaties. Although the IRS could take a different position, Carnival and P&O
Princess believe that the special voting share structure is not inconsistent
with the publicly-traded test of Section 883 and that the DLC transaction
should not adversely affect the abilities of Carnival and P&O Princess, nor the
abilities of their respective subsidiaries, to qualify for the benefits of
Section 883 or the applicable U.S. income tax treaties, as appropriate.

                                      70



Exemption under Applicable Income Tax Treaties

Article 8 of the UK-U.S. Income Tax Treaty provides substantially the same
exemption from tax for UK resident companies for U.S. source shipping income as
Section 883. P&O Princess and its UK resident subsidiaries should continue to
qualify for such benefits after the DLC transaction has been completed.
Although the UK-U.S. Income Tax Treaty has been renegotiated and signed (though
it still has not entered into force as it is pending ratification by the U.S.),
the provisions of Article 8, as renegotiated, are essentially the same as the
provisions in the existing treaty. Unlike the current treaty, however, the
pending UK-U.S. Income Tax Treaty contains a Limitations on Benefits article
that requires one of certain alternative tests to be satisfied in order for a
party to be eligible for benefits under the treaty. P&O Princess believes that
it and its UK resident subsidiaries should satisfy the Limitation on Benefits
article if, and as of when, the pending treaty comes into force. The pending
treaty also contains other limitations that would deny the availability of
treaty benefits for income earned through certain entities. While these other
limitations would apply to income earned through certain P&O Princess entities,
P&O Princess believes, based on its current circumstances, that it will be able
to reorganize by, for example, moving the affected operations into a UK entity
or one formed in another equivalent exemption jurisdiction, such that the
relevant U.S. source shipping income should qualify for an exemption from U.S.
federal income tax, either under the pending treaty or pursuant to Section 883.

In addition, certain members of the Combined Group rely on other U.S. income
tax treaties for similar exemptions from U.S. taxation on U.S. source shipping
income. We do not believe that the DLC transaction will affect the ability of
these corporations to continue to qualify for such treaty benefits.

There is, however, no authority that directly addresses the impact of a DLC
arrangement or the availability of benefits under Section 883 or any applicable
U.S. income tax treaty and, consequently, the matters discussed above are not
entirely free from doubt.

Taxation in the Absence of an Exemption under Section 883 or Any Applicable
U.S. Income Tax Treaty.

Shipping income that is attributable to transportation of passengers which
begins or ends in the U.S. is considered to be 50% derived from U.S. sources.
Shipping income that is attributable to transportation of passengers which
begins and ends in foreign countries is considered 100% derived from foreign
sources and not subject to U.S. federal income tax. Shipping income that is
attributable to the transportation of passengers which begins and ends in the
U.S. without stopping at an intermediate foreign port is considered to be 100%
derived from U.S. sources.

The legislative history of the transportation income source rules suggests that
a cruise that begins and ends in a U.S. port, but that calls on more than one
foreign port, will derive U.S. source income only from the first and last legs
of the cruise. Because there are no regulations or other IRS interpretations of
these rules, the applicability of the transportation income source rules in the
aforesaid manner is not free from doubt.

In the event that Carnival or P&O Princess or any of their respective
subsidiaries were to fail, in part or in whole, to meet the requirements of
Section 883 of the Internal Revenue Code or Article 8 of the UK-U.S. Income Tax
Treaty or other applicable U.S. income tax treaty, as appropriate, then the
non-exempt U.S. source shipping income would be subject to either the 4% of
gross income tax regime of Section 887 of the Internal Revenue Code (the "4%
tax regime") or the net income and branch profits tax regimes of Section 882
and Section 884 of the Internal Revenue Code (collectively, the "net tax
regime").

                                      71



The net tax regime is only applicable where the relevant foreign corporation
has, or is considered to have, a fixed place of business in the U.S. that is
involved in the earning of U.S.-source shipping income and substantially all of
this shipping income is attributable to regularly scheduled transportation.
Under the net tax regime, U.S.-source shipping income, net of applicable
deductions, would be subject to a corporate tax of up to 35% and the net
after-tax income would be potentially subject to a further branch tax of 30%.
In addition, interest paid by these corporations, if any, would generally be
subject to a 30% branch interest tax.

Under the 4% tax regime, which should be the tax regime applicable to vessel
owning subsidiaries, the U.S. source shipping income of each of the vessel
owning subsidiaries would be subject to a 4% tax imposed on a gross basis,
without benefit of deductions. Under the 4% tax regime, the maximum effective
rate of tax on the gross shipping income of these subsidiaries attributable to
transportation that either begins or ends in the U.S. would not exceed 2%.

German and Australian taxation

P&O Princess' German and Australian branches' tax position should not be
affected by the DLC transaction. The majority of their profits should continue
to be exempt from local tax by virtue of the UK/Germany and UK/Australia double
tax treaties.

Equalization payments

Carnival and P&O Princess do not anticipate that any material amounts of
equalization payments are likely to be made between them in accordance with the
Equalization and Governance Agreement for the foreseeable future. However, if
it becomes necessary to make equalization payments, any such payments received
in the UK are likely to be taxable. Further, the treatment from a U.S. federal
income tax perspective of such equalization payments is not without doubt. The
payment is to be grossed up in respect of any tax thereon. On the basis that
payments will not be material, any tax cost should not be significant.

Taxation of Carnival Shareholders

The following is a discussion of the material U.S. federal income tax
consequences which, in the opinion of Paul, Weiss, Rifkind, Wharton & Garrison
LLP, are generally applicable to a U.S. holder (as defined below) of Carnival
shares with respect to the DLC transaction. This discussion is based upon
existing U.S. federal income tax law, including the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), proposed, temporary and final
Treasury Regulations, administrative pronouncements, and judicial decisions, as
in effect as of the date hereof, all of which are subject to change, possibly
with retroactive effect. Carnival has not and will not seek a ruling from the
United States Internal Revenue Service ("IRS") with respect to the U.S. federal
income tax consequences described below and, as a result, there can be no
assurance that the IRS will agree with, or that a court will uphold, any of the
conclusions set forth herein.

This discussion assumes that each of the Carnival shares has been held as a
capital asset as defined in Section 1221 of the Internal Revenue Code in the
hands of the U.S. holder at all relevant times. This discussion assumes that
Carnival is not a "controlled foreign corporation," "foreign personal holding
company" or "passive foreign investment company" ("PFIC") for U.S. federal
income tax purposes. This discussion does not address state, local or foreign
tax consequences to U.S. holders, nor does this discussion address all the tax
consequences that may be relevant to a U.S. holder in light of such holder's
particular circumstances or to U.S. holders subject to special rules, including
certain financial institutions, regulated investment companies, insurance
companies, dealers in securities, tax exempt organizations, persons who hold
Carnival shares as part of a position in a "straddle" or "appreciated

                                      72



financial position" or as part of a "hedging" or "conversion" transaction,
persons that own or have owned, actually or constructively, 10% or more of the
Carnival shares, persons who acquired their Carnival shares through the
exercise or cancellation of employee stock options or otherwise as compensation
for services, U.S. holders whose functional currency is not the U.S. dollar and
holders of Carnival shares that are not U.S. holders. This discussion does not
address U.S. tax considerations that may apply to Carnival shareholders that
are not U.S. holders.

A "U.S. holder" is a holder of Carnival shares who or that is for U.S. federal
income tax purposes (i) a citizen or individual resident of the United States,
(ii) a corporation or other entity taxable as a corporation organized under the
law of the United States or any political subdivision thereof (including the
States and the District of Columbia), (iii) an estate or trust defined in
Section 7701(a)(30) of the Internal Revenue Code, or (iv) any other person that
is subject to U.S. federal income tax on its worldwide income.

Although there is no U.S. federal income tax authority addressing the tax
consequences of a DLC transaction, Carnival believes that the DLC transaction
should not give rise to taxable income or gain for U.S. Carnival shareholders
for U.S. federal income tax purposes. However, the IRS may assert that U.S.
Carnival shareholders received taxable income as a result of the various voting
and equalization provisions necessary to implement the DLC transaction.
Carnival believes that such voting and other rights, if any, received by
shareholders are expected to have only nominal value and, therefore, the
receipt of such rights by U.S. Carnival shareholders would only result in a
nominal amount of income. It is possible, however, that the IRS may disagree
with this conclusion.

Holders of Carnival shares should consult their independent professional
advisers in the light of their particular circumstances as to the U.S. federal
income tax consequences of the DLC transaction, as well as to the effect of any
state, local or applicable foreign tax law.


                                      73



            DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED GROUP

Set forth below is information with respect to the anticipated members of the
board of directors and senior executive management team of each of Carnival and
P&O Princess following completion of the DLC transaction. You are not being
asked to vote on the election of these directors. We and P&O Princess expect to
hold our next annual meetings in June 2003 at which the re-election of each of
the directors will be considered as joint electorate actions.

Following completion of the DLC transaction, the directors of Carnival and P&O
Princess and their respective functions will be:

             Name                       Function
             ----                       --------
             Micky Arison /(1)/         Chairman and Chief
                                        Executive Officer
             Howard S. Frank /(1)/      Vice-Chairman and Chief
                                        Operating Officer
             Robert Dickinson /(1)/     Executive Director
             Pier Luigi Foschi /(3)/    Executive Director
             A. Kirk Lanterman /(1)/    Executive Director
             Peter Ratcliffe /(2)/      Executive Director

             Ambassador Richard G.
               Capen, Jr. /(1)/         Non-Executive Director
             Arnold W. Donald /(1)/     Non-Executive Director
             Baroness Hogg /(2)/        Non-Executive Director
             Modesto A. Maidique /(1)/  Non-Executive Director
             Sir John Parker /(2)/      Non-Executive Director
             Stuart Subotnick /(1)/     Non-Executive Director
             Uzi Zucker /(1)/           Non-Executive Director
--------
Notes:

(1)Existing Carnival director
(2)Existing P&O Princess director
(3)New director

On completion of the DLC transaction, Stuart Subotnick will be designated as
the Senior Non-Executive Director. This is a newly-created position which the
non-executive directors as a body will select, on an annual basis, from one of
their number.

Directors

The directors of each of Carnival and P&O Princess following completion of the
DLC transaction will be:

Micky Arison, age 53, has been Chairman of the Carnival board of directors
since October 1990 and a director since June 1987. He has been Chief Executive
Officer of Carnival since 1979.

Howard S. Frank, age 61, has been Vice Chairman of the Carnival board of
directors since October 1993 and a director since April 1992. He was appointed
Chief Operating Officer of Carnival in January 1998. From July 1989 to January
1998, he was Chief Financial Officer and Chief Accounting Officer of Carnival.
From July 1975 through June 1989, he was a partner with Price Waterhouse.

Ambassador Richard G. Capen, Jr., age 68, has been a director of Carnival since
April 1994. He is currently a corporate director, author and business
consultant. From 1992 to 1993, Ambassador Capen

                                      74



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 board of directors of the Economy Fund, Smallcap Fund and
Fixed Income Funds of The Capital Group.

Robert H. Dickinson, age 60, has been a director of Carnival since June 1987.
Mr. Dickinson was Senior Vice President--Sales and Marketing of the Carnival
Cruise Lines division ("CCL") of Carnival from 1979 through May 1993. Since May
1993, Mr. Dickinson has served as President and Chief Operating Officer of CCL.

Arnold W. Donald, age 48, has been a director of Carnival since January 2001.
Since March 2000, Mr. Donald has been the Chairman and Chief Executive Officer
of Merisant Company, a manufacturer and marketer of tabletop sweetener
products, including the Equal(R) and Canderel(R) brands. 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 agricultural sector. He is a member of the board of directors of
Crown Cork & Seal Company, Inc., Belden, Inc., GenAmerica Insurance Company,
The Scotts Company and Oil-Dri Corporation.

Pier Luigi Foschi, age 56, has been Chief Executive Officer of Costa Crociere,
S.p.A. since October 1997 and Chairman of its board since January 2000. From
1974 to 1997, he held senior positions with OTIS, a world leader in the field
of elevators, which is a subsidiary of United Technologies Corporation, and
from 1990 to 1997 he was Executive Vice President of Otis's Asia-Pacific
operations.

Baroness Hogg, age 56, is a director of P&O Princess, Chairman of 3i Group Plc
and Frontier Economics and a non-executive director of GKN plc, a Governor of
the British Broadcasting Corporation and a member of the House of Lords
Economic Affairs Committee. Sarah Hogg was Head of the Prime Minister's Policy
Unit, with the rank of Second Permanent Secretary, from 1990-1995 and served as
a non-executive director of P&O between 1999 and October 2000. Sarah Hogg has
been a non-executive director of P&O Princess since the demerger in October
2000.

A. Kirk Lanterman, age 71, has been a director of Carnival since April 1992. He
has been Chairman of the Board, President and Chief Executive Officer of
Holland America Line Inc., formerly known as Holland America Line-Westours
Inc., ("HAL"), a subsidiary of Carnival, since August 1999. From March 1997 to
August 1999, he was Chairman of the Board and Chief Executive Officer of HAL.
From December 1989 to March 1997, he was President and Chief Executive Officer
of HAL. From 1983 to 1989, he was President and Chief Operating Officer of HAL.
From 1979 to 1983 he was President of Westours, Inc., which merged with Holland
America Line in 1983.

Modesto A. Maidique, age 62, has been a director since April 1994. 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 Gerome Therapeutics 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 60, is a director of P&O Princess and the non-executive
Chairman of National Grid Transco plc, and RMC Group plc. He is non-executive
director of Brambles Industries plc and was formerly Chairman and Chief
Executive of Babcock International Group plc. He is a fellow of the Royal
Academy of Engineering and a past President of the Royal Institution of Naval
Architects. Sir John

                                      75



Parker has been a member of the General Committee of Lloyds Register of
Shipping since 1983 and Chairman of its Technical Committee from 1993 until
2002. Sir John has been a non-executive director of P&O Princess since the
demerger in October 2000 and was appointed Deputy Chairman in September 2002.

Peter Ratcliffe, age 55, has been Chief Executive Officer and a director of P&O
Princess since the demerger of P&O Princess from P&O in October 2000. He was
previously an executive director of P&O and head of its cruise division, having
served as President of Princess Cruises since 1993 and its Chief Operating
Officer since 1989. His early career was spent with P&O Containers Limited in
London and Sydney. Peter Ratcliffe served as the Chairman of the International
Council of Cruise Lines in 1997 and 1998.

Stuart Subotnick, age 60, has been a director since July 1987. Mr. Subotnick
has been a general partner and the Executive Vice President of Metromedia
Company since July 1986. He was a director of Metromedia Inc., a predecessor
company, from 1982 and its Executive Vice President from 1986. Prior to 1986,
Mr. Subotnick was Senior Vice President--Finance of Metromedia Inc. from
October 1983 and a member of the Office of the President from 1982. He is a
director of Metromedia International Group, Inc., Metromedia Fiber Networks
Inc. and Big City Radio Inc.

Uzi Zucker, age 66, has been a director since July 1987. Mr. Zucker joined
Bear, Stearns & Co. in 1967 and was a Limited Partner until 1982 and has been a
General Partner since. Mr. Zucker has been a Senior Managing Director of Bear,
Stearns & Co. Inc. since 1985. He is a director of Alliance Tire Company Ltd.,
Cathay Investment Fund and Conair Corporation.

Executive officers

Following completion of the DLC transaction, Micky Arison, the Chairman and
Chief Executive Officer of Carnival, will be the Chairman and Chief Executive
Officer of both Carnival and P&O Princess and Howard S. Frank, the Vice
Chairman and Chief Operating Officer of Carnival, will be the Vice-Chairman and
Chief Operating Officer of both Carnival and P&O Princess. Peter Ratcliffe, P&O
Princess' Chief Executive Officer, will be an executive director of both
Carnival and P&O Princess. In addition, Gerald R. Cahill, the Chief Financial
Officer and Chief Accounting Officer of Carnival, will be the Chief Financial
Officer and Chief Accounting Officer of both Carnival and P&O Princess.

                                      76



        UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE COMBINED GROUP

The following unaudited pro forma financial information gives pro forma effect
to the proposed DLC transaction, after giving effect to the pro forma
adjustments described in the accompanying notes. We have prepared the unaudited
pro forma financial information from, and you should read it in conjunction
with, the historical consolidated financial statements, including the related
notes, of Carnival and P&O Princess that we have incorporated by reference in
this proxy statement/prospectus. For more information on how to obtain copies
of information incorporated by reference, see "Where You Can Find More
Information."

The unaudited pro forma financial information has been prepared in accordance
with U.S. GAAP and in accordance with Carnival's accounting policies under U.S.
GAAP. U.S. GAAP differs in certain respects from UK GAAP, and Carnival's
accounting policies under U.S. GAAP differ in certain respects from P&O
Princess' accounting policies under UK GAAP and U.S. GAAP. The notes to the P&O
Princess audited consolidated financial statements for the year ended December
31, 2002, which are incorporated by reference in this proxy
statement/prospectus, describe the principal differences between U.S. GAAP and
UK GAAP as they relate to P&O Princess.

We expect that under U.S. GAAP the DLC transaction will be accounted for using
the purchase method of accounting in accordance with Statement of Financial
Accounting Standards No. 141 "Business Combinations." The business combination
adjustments include provisional estimates of the fair value of the identifiable
assets and liabilities acquired. On completion of the DLC transaction,
adjustments will be made to these provisional estimates to reflect their
estimated fair value at that time. In accordance with the purchase method of
accounting, the P&O Princess U.S. GAAP accounting policies will be conformed to
Carnival's accounting policies upon completion of the DLC transaction.

The unaudited pro forma statement of operations for the year ended November 30,
2002 has been prepared as if the DLC transaction had occurred on December 1,
2001. The unaudited pro forma balance sheet as of November 30, 2002 has been
prepared as if the DLC transaction had occurred on that date. The historical
financial information for P&O Princess used in the unaudited pro forma
financial information of the Combined Group is as at and for the year ended
December 31, 2002.

The following unaudited pro forma financial information:

..   has been included for illustrative purposes only and, because of its
    nature, may not give a true picture of the results and the financial
    position of the Combined Group;

..   does not purport to represent what the combined results of operations
    actually would have been if the DLC transaction had occurred on December 1,
    2001 or what those results will be for any future periods. The pro forma
    adjustments are based upon currently available information;

..   does not reflect the results of business operations or trading since
    November 30, 2002 for Carnival and December 31, 2002 for P&O Princess; and

..   has not been adjusted to reflect any net transaction benefits referred to
    in other sections of this proxy statement/prospectus.

                                      77



                  Unaudited Pro Forma Statement of Operations
                     For the Year Ended November 30, 2002
               (U.S. dollars in millions, except per share data)



                                                                Pro forma adjustments
                                                         -----------------------------        Pro Forma
                              Carnival                   Accounting         Business          Combined
                               (U.S.     P&O Princess      policy          combination          Group
                               GAAP)    (U.S. GAAP)/(1)/ adjustments       adjustments       (U.S. GAAP)
                              --------  ---------------  -----------       -----------       -----------
                                                                              
Revenues                       4,368.3      2,526.8             (3.9)/(a)/                       6,891.2
Costs and expenses
Operating                     (2,311.9)    (1,576.6)            (5.2)/(b)/                      (3,892.7)
                                                                 1.0/(a)/
Selling and administrative      (612.0)      (472.1)             4.3/(c)/        105.1/(k)/       (972.8)
                                                                                   1.9/(i)/
Depreciation and amortization   (382.3)      (169.2)                                              (551.5)
Impairment charge                (20.0)          --                                                (20.0)
                              --------     --------             ----             -----          --------
                              (3,326.2)    (2,217.9)             0.1             107.0          (5,437.0)
                              --------     --------             ----             -----          --------
Operating income               1,042.1        308.9             (3.8)            107.0           1,454.2
Nonoperating (expense) income
Net interest expense             (78.6)       (77.3)                              (1.5)/(f)/      (157.4)
Other (expense) income, net       (4.2)         1.2                                                 (3.0)
                              --------     --------             ----             -----          --------
                                 (82.8)       (76.1)                              (1.5)           (160.4)
                              --------     --------             ----             -----          --------

Income before income taxes       959.3        232.8             (3.8)            105.5           1,293.8

Income tax benefit (expense)      56.6        (19.9)                               2.8/(g)/         39.5
                              --------     --------             ----             -----          --------
Net income                     1,015.9        212.9             (3.8)            108.3           1,333.3
                              ========     ========             ====             =====          ========
Earnings per share/(n)/
Basic (U.S.$)                     1.73                                                              1.67
Diluted (U.S.$)                   1.73                                                              1.67

--------
(1)P&O Princess information is for the year ended December 31, 2002.

See accompanying notes to unaudited pro forma financial information of the
Combined Group in accordance with U.S. GAAP.

                                      78



  Unaudited Pro Forma Balance Sheet As of November 30, 2002 (U.S. dollars and
                              shares in millions)



                                                                             Pro Forma adjustments
                                                                ---------------------------------------
                                                                                                                    Pro Forma
                                      Carnival                  Accounting                     Business             Combined
                                       (U.S.    P&O Princess      policy                      combination             Group
                                       GAAP)   (U.S. GAAP)/(1)/ adjustments                   adjustments          (U.S. GAAP)
                                      -------- ---------------  -----------                 -----------            -----------
                                                                                                 
Assets
Current assets
Cash and cash equivalents                666.7       162.1                                                             828.8
Short-term investments                    39.0          --                                                              39.0
Accounts receivable, net                 108.3       125.9              3.4/(a)/                                       237.6
Inventories                               91.3        87.4                                                             178.7
Prepaid expenses and other               148.3       165.3             18.9/(c)/                  (66.0)/(g)/          320.1
                                                                      (16.5)/(b)/                  70.1/(l)/
Fair value of derivative contracts          --         7.3                                                               7.3
Fair value of hedged firm commitments     78.4        41.4                                        (41.4)/(e)/           78.4
                                      --------     -------            -----                     -------             --------
Total current assets                   1,132.0       589.4              5.8                       (37.3)             1,689.9

Property and Equipment, Net           10,115.4     5,618.5                                                          15,733.9
Goodwill and Intangible Assets,                                                                 2,924.4/(d)/         3,605.5
 Net                                     681.1        75.4                                        (75.4)/(j)/
Other Assets                             297.2        31.0                                        (17.6)/(f)/          294.3
                                                                                                   13.9/(l)/
                                                                                                  (30.2)/(d-ii)/
Fair Value of Hedged Firm
 Commitments                             109.1          --                                                             109.1
Fair Value of Derivative Contracts          --        54.6                                                              54.6
                                      --------     -------            -----                     -------             --------
                                      12,334.8     6,368.9              5.8                     2,777.8             21,487.3
                                      ========     =======            =====                     =======             ========
Liabilities and Shareholders'
 Equity
Current liabilities
Current portion of long-term debt        148.6       127.0                                                             275.6
Accounts payable                         268.7       184.2                                                             452.9
Accrued liabilities                      290.4       194.7             (0.1)/(a)/                  29.0/(k)/           543.8
                                                                                                   29.8/(d-ii)/
Customer deposits                        770.6       467.2             15.5/(a)/                                     1,253.3
Dividends payable                         61.6          --                                                              61.6
Fair value of derivative contracts        79.8        45.6                                                             125.4
Fair value of hedged firm commitments       --         1.5                                         (1.5)/(e)/             --
                                      --------     -------            -----                     -------             --------
Total current liabilities              1,619.7     1,020.2             15.4                        57.3              2,712.6

Long-Term Debt                         3,012.0     2,569.7                                         (5.0)/(f)/        5,576.7
Deferred Income and Other Long-
 Term Liabilities                        170.8        28.1                                         85.0/(h)/           283.9
Fair Value of Derivative Contracts       114.4         1.0                                                             115.4
Fair Value of Hedged Firm
 Commitments                                --        24.8                                        (24.8)/(e)/             --
Shareholders' Equity                   7,417.9     2,725.1             (9.6)      /(d-iii)/     2,665.3/(m)/        12,798.7
  Common Stock; 960 shares, 750
   shares and 1,185 shares
   authorized; 586.8 shares, 693.5
   shares and 799.4 shares issued
   and outstanding for Carnival, P&O
   Princess and Pro Forma Combined
   Group, respectively
                                      --------     -------            -----                     -------             --------
                                      12,334.8     6,368.9              5.8                     2,777.8             21,487.3
                                      ========     =======            =====                     =======             ========

--------
(1)P&O Princess information is as of December 31, 2002.

See accompanying notes to unaudited pro forma financial information of the
Combined Group in accordance with U.S. GAAP.

                                      79



    Notes to the unaudited pro forma financial information of the Combined
                      Group in accordance with U.S. GAAP

1.  Basis of Presentation

The unaudited pro forma financial information has been prepared on the basis
that the DLC transaction will be accounted for using the purchase method of
accounting under U.S. GAAP with Carnival as the acquirer. The pro forma
financial information is based upon the U.S. GAAP accounting policies of
Carnival.

The historical financial information in relation to Carnival as at and for the
year ended November 30, 2002 has been derived from the financial information on
Carnival that we have incorporated by reference in this proxy
statement/prospectus.

The historical financial information in relation to P&O Princess as at and for
the year ended December 31, 2002 has been derived from the financial
information on P&O Princess that is incorporated by reference in this proxy
statement/prospectus after making certain adjustments. The adjustments, which
are set out in note 2, relate to the conversion of financial information on P&O
Princess' accounting policies under UK GAAP to P&O Princess' accounting
policies under U.S. GAAP.

2.  Conversion of P&O Princess' financial information to U.S. GAAP

This note provides details of adjustments required to convert P&O Princess'
previously reported financial information as at and for the year ended December
31, 2002 that was prepared in accordance with P&O Princess' accounting policies
under UK GAAP to information in accordance with U.S. GAAP. Further details of
the adjustments are set out in P&O Princess' financial statements for the year
ended December 31, 2002, which are incorporated by reference in this proxy
statement/prospectus.

(i)  Profit and loss accounts


For the year ended December 31, 2002



                                    P&O Princess  U.S. GAAP  P&O Princess
                                      UK GAAP    adjustments  U.S. GAAP
                                    ------------ ----------- ------------
                                         (U.S. dollars in millions)
                                                    
      Revenues                         2,526.8        --        2,526.8
      Costs and expenses
      Operating                       (1,576.6)       --       (1,576.6)
      Selling and administrative        (477.6)      5.5         (472.1)
      Depreciation and amortization     (173.9)      4.7         (169.2)
                                      --------      ----       --------
                                      (2,228.1)     10.2       (2,217.9)
                                      --------      ----       --------
      Operating income                   298.7      10.2          308.9
      Nonoperating (expense) income
      Net interest expense               (74.0)     (3.3)         (77.3)
      Other income                         1.2        --            1.2
                                      --------      ----       --------
                                         (72.8)     (3.3)         (76.1)
                                      --------      ----       --------

      Income before income taxes         225.9       6.9          232.8

      Income tax expense                 (17.1)     (2.8)         (19.9)
                                      --------      ----       --------
      Net income                         208.8       4.1          212.9
                                      ========      ====       ========


                                      80



    Notes to the unaudited pro forma financial information of the Combined
                Group in accordance with U.S. GAAP--(Continued)


(ii)  Net assets

As of December 31, 2002



                                                P&O Princess   U.S. GAAP P&O Princess
                                                     UK GAAP adjustments    U.S. GAAP
                                                ------------ ----------- ------------
                                                     (U.S. dollars in millions)
                                                                
Assets
Current assets
   Cash and cash equivalents                        162.1          --        162.1
   Accounts receivable, net                         125.9          --        125.9
   Inventories                                       87.4          --         87.4
   Prepaid expenses and other                       183.5       (18.2)       165.3
   Fair value of derivative contracts                  --         7.3          7.3
   Fair value of hedged firm commitments               --        41.4         41.4
                                                  -------       -----      -------
   Total current assets                             558.9        30.5        589.4
Property and Equipment, Net                       5,629.4       (10.9)     5,618.5
Goodwill and Intangible Assets, Net                 127.1       (51.7)        75.4
Other Assets                                         16.3        14.7         31.0
Fair value of derivative contracts                     --        54.6         54.6
                                                  -------       -----      -------
                                                  6,331.7        37.2      6,368.9
                                                  =======       =====      =======
Liabilities and Shareholders' Equity
Current liabilities
   Current portion of long-term debt                120.3         6.7        127.0
   Accounts payable                                 184.2          --        184.2
   Accrued liabilities                              215.5       (20.8)       194.7
   Customer deposits                                467.2          --        467.2
   Fair value of derivative contracts                  --        45.6         45.6
   Fair value of hedged firm commitments               --         1.5          1.5
                                                  -------       -----      -------
   Total current liabilities                        987.2        33.0      1,020.2
Long-Term Debt                                    2,516.8        52.9      2,569.7
Deferred Income and Other Long-Term Liabilities      13.7        14.4         28.1
Fair Value of Derivative Contracts                     --         1.0          1.0
Fair Value of Hedged Firm Commitments                  --        24.8         24.8
Shareholders' Equity                              2,814.0       (88.9)     2,725.1
                                                  -------       -----      -------
                                                  6,331.7        37.2      6,368.9
                                                  =======       =====      =======


3.  Accounting policy adjustments

The pro forma financial information has been prepared in accordance with the
accounting policies of Carnival under U.S. GAAP, which differ in certain
respects from the U.S. GAAP accounting policies of P&O Princess as noted below.
Upon completion of the DLC transaction, Carnival and P&O Princess will perform
a detailed review of their accounting policies and financial statement
classifications. As a result of this detailed review, it may become necessary
to make certain reclassifications to the Combined Group's financial statements
to conform the P&O Princess financial statements to the Carnival accounting
polices and classifications. Although management does not expect that this
detailed review will result in material changes to accounting policies or
classifications other than as noted below, no such assurance can be given at
this time.

(a)  Cruise revenues and expenses

    P&O Princess' accounting policy is initially to record deposits received on
    sales of cruises as deferred income and recognize them, together with
    revenues from onboard activities and all

                                      81



    Notes to the unaudited pro forma financial information of the Combined
                Group in accordance with U.S. GAAP--(Continued)

    associated direct costs of a voyage, on a pro rata basis at the time of the
    voyage. Carnival's accounting policy is to recognize these items generally
    upon completion of voyages with durations of ten days or less and on a pro
    rata basis for voyages in excess of ten days. For the year ended and as of
    30 November 2002 adjustments of $(2.9) million (affecting revenues by
    $(3.9) million and operating expenses by $1.0 million) and $(12.0) million
    (the latter affecting accounts receivable by $(3.4) million, accrued
    liabilities by $(0.1) million and customer deposits by $15.5 million) have
    been made to conform P&O Princess' policy to Carnival's policy.

(b)  Dry-docking

    P&O Princess' accounting policy is to capitalize dry-docking costs and
    amortize them to operating expense using the straight-line method through
    the date of the next scheduled dry-dock, which typically is over two to
    three years. Carnival's dry-dock accounting policy is the same as P&O
    Princess' except that the capitalized dry-dock costs are amortized to
    expense generally over one year. For the year ended and as of November 30,
    2002 adjustments of $(5.2) million and $(16.5) million have been made to
    conform P&O Princess' policy to Carnival's policy.

(c)  Marketing and promotion costs

    P&O Princess' accounting policy under U.S. GAAP is to expense all marketing
    and promotion costs as incurred. Carnival expenses all such costs as
    incurred except for brochures and media production costs, which are
    recorded as prepaid expenses and charged to expense as the brochures are
    consumed or upon the first airing of the advertisement, respectively. For
    the year ended and as of November 30, 2002 adjustments of $4.3 million and
    $18.9 million have been made to conform P&O Princess' policy to Carnival's
    policy.

4.  Business combination adjustments
(d)  Purchase consideration and related goodwill and intangible assets are as
follows:



                                                             (U.S.$m)  Notes
                                                                 
   Purchase consideration                                     5,380.8    (i)
   Costs of acquisition                                          60.0   (ii)
                                                             --------
   Total purchase consideration                               5,440.8
   Less fair value of net assets acquired                    (2,516.4) (iii)
                                                             --------
   Excess of purchase consideration over net assets acquired  2,924.4   (iv)
                                                             ========

--------
(i)The purchase consideration is expected to be based upon the average of the
   quoted closing market price of Carnival's shares beginning two days before
   and ending two days after January 8, 2003, the date its DLC transaction
   offer announcement was agreed to by the P&O Princess board. In addition, the
   number of P&O Princess shares is adjusted for the proposed share
   reorganization of 3.3289 existing P&O Princess shares for one new P&O
   Princess share, including P&O Princess stock options which will vest in full
   on completion of the DLC transaction. A Carnival share price of $25.31 has
   been used for purposes of this pro forma presentation and an estimated
   number of P&O Princess shares in issue of 212.6 million after adjusting for
   the share reorganization.
(ii)Represents Carnival's estimated direct costs of carrying out the proposed
    DLC transaction, including costs related to the registration of Carnival
    shares pursuant to the Partial Share Offer, of which $30.2 million has been
    incurred by Carnival and is included in other assets. An adjustment has
    been made to remove this $30.2 million from other assets as it will be
    included in the purchase consideration upon completion of the DLC
    transaction. Of the total $60.0 million of acquisition costs, $29.8 million
    had not been incurred as of November 30, 2002 and, accordingly, an
    adjustment has been made to increase accrued liabilities for this amount.

                                      82



    Notes to the unaudited pro forma financial information of the Combined
                Group in accordance with U.S. GAAP--(Continued)

(iii)Based upon preliminary estimates of the fair value of the identifiable
     assets acquired and liabilities assumed given current information. On
     completion of the DLC transaction, adjustments will be made to these
     preliminary estimates to reflect their estimated fair values at that time.
     We expect to have independent appraisals performed to assist us in
     establishing the fair value of P&O Princess' ships and amortizable and
     non-amortizable intangible assets. However, based on the information
     currently available, it is not expected that the amount of separately
     identifiable amortizable intangible assets will be material to the
     Combined Group's financial statements. No assurance can be given that the
     preliminary fair value estimates included in this pro forma financial
     information will not be materially changed as a result of these
     valuations. Fair value adjustments are detailed in the notes and the table
     below.



                                                            Accounting
                                                              policy
                                               P&O Princess adjustments        Fair value        Pro Forma
                                               (U.S. GAAP)   (Note 3)          adjustments       fair value
P&O Princess fair value of net assets acquired ------------ -----------       -----------        ----------
                                                                                     
    Assets
    Current assets
    Cash and cash equivalents                      162.1                                            162.1
    Accounts receivable, net                       125.9            3.4/(a)/                        129.3
    Inventories                                     87.4                                             87.4
    Prepaid expenses and other                     165.3           18.9/(c)/         70.1/(l)/      171.8
                                                                  (16.5)/(b)/       (66.0)/(g)/
    Fair value of derivative contracts               7.3                                              7.3
    Fair value of hedged firm commitments           41.4                            (41.4)/(e)/        --
                                                 -------          -----            ------         -------
    Total current assets                           589.4            5.8             (37.3)          557.9
                                                 -------          -----            ------         -------

    Property and Equipment, Net                  5,618.5                                          5,618.5
    Goodwill and Intangible Assets,
     Net                                            75.4                            (75.4)/(j)/        --
    Other Assets                                    31.0                            (17.6)/(f)/      27.3
                                                                                     13.9/(l)/
    Fair value of derivative contracts              54.6                                             54.6
                                                 -------          -----            ------         -------
                                                 6,368.9            5.8            (116.4)        6,258.3
                                                 =======          =====            ======         =======
    Liabilities and Shareholders'
     Equity
    Current liabilities
    Current portion of long-term debt              127.0                                            127.0
    Accounts payable                               184.2                                            184.2
    Accrued liabilities                            194.7           (0.1)/(a)/        29.0/(k)/      223.6
    Customer deposits                              467.2           15.5/(a)/                        482.7
    Fair value of derivative contracts              45.6                                             45.6
    Fair value of hedged firm commitments            1.5                             (1.5)/(e)/        --
                                                 -------          -----            ------         -------
    Total current liabilities                    1,020.2           15.4              27.5         1,063.1
                                                 -------          -----            ------         -------

    Long-Term Debt                               2,569.7                             (5.0)/(f)/   2,564.7
    Other Long-Term Liabilities                     28.1                             85.0/(h)/      113.1
    Fair Value of Derivative Contracts               1.0                                              1.0
    Fair Value of Hedged Firm Commitments           24.8                            (24.8)/(e)/        --
    Shareholders' Equity                         2,725.1           (9.6)/(*)/      (199.1)/(**)/  2,516.4
                                                 -------          -----            ------         -------
                                                 6,368.9            5.8            (116.4)        6,258.3
                                                 =======          =====            ======         =======

   -----
   (*)  Represents the net shareholders' equity decrease due to accounting
   policy adjustments.
   (**) Represents the net shareholders' equity decrease due to fair value
   adjustments.
(iv)The excess of purchase consideration over net assets acquired is primarily
    estimated to include the value attributed to P&O Princess's trademarks,
    brand names and goodwill. Management believes that these trademarks and
    brand names have indefinite lives and, accordingly, based on SFAS No. 142,
    "Goodwill and Other Intangible Assets", no adjustment for pro forma
    amortization is required. It is not possible at this time to reasonably
    estimate the separate amounts attributable to identifiable intangible
    assets or goodwill since the measurement of these assets requires the
    expertise of an independent appraiser who will not be engaged until after
    the completion of the DLC transaction. Accordingly, the entire amount of
    the excess of the purchase consideration has currently been allocated to
    goodwill, but is expected to be allocated between goodwill and other
    identifiable intangible assets such as brand names and trademarks,
    subsequent to the completion of the DLC transaction based primarily on the
    appraiser's valuation. However, since it is expected that the material
    intangibles that

                                      83



    Notes to the unaudited pro forma financial information of the Combined
                Group in accordance with U.S. GAAP--(Continued)

   will be identified and valued will have indefinite lives, no material impact
   on the pro forma statement of operations is expected as a result of this
   presentation on the Combined Group's balance sheet, as neither goodwill nor
   these indefinite lived intangibles are allowed to be amortized.

(e)A net adjustment of $15.1 million has been made against the fair value of
   hedged firm commitments. These adjustments relate to contractural
   commitments for ships which were ordered, and hedged, at a time when the
   euro exchange rate was different, and hence, these contracts could be
   replaced today at a euro price that would convert to a different U.S. dollar
   cost at current exchange rates.

   Otherwise, the book value, including prepaid dry-dock costs, and fair value
   of ships in use and under construction are preliminarily estimated to be the
   same in all material respects. However, we intend to have an appraisal of
   all the P&O Princess ships, so it is possible that the fair value of some of
   P&O Princess' ships could be less than or greater than their carrying value.

(f)An adjustment of $5.0 million has been made to the book value of P&O
   Princess fixed interest rate long-term debt to reflect current interest
   rates, without giving effect to any possible changes in credit ratings. The
   fair value of this debt is based upon quoted market prices or the discounted
   present value of future amounts payable on the debt. The fair value
   adjustment is amortized over the remaining term of the debt as applicable,
   which results in a pro forma increase of $1.5 million in interest expense
   for 2002. In addition, an adjustment has been made to write-off the book
   value of P&O Princess' historical deferred financing costs of $17.6 million
   related to its existing borrowings as such costs have been considered in
   determining the fair value of P&O Princess' debt.

(g)An adjustment of $66.0 million has been made to the book value of other tax
   assets to reflect recoverable value to the Combined Group and to reverse
   $2.8 million of P&O Princess' tax expense.

(h)An adjustment of $85.0 million has been made to record the fair value of P&O
   Princess' pension plan liabilities. This relates to the Merchant Navy
   Officers Pension Fund and is calculated based upon, among other things, P&O
   Princess' current share of total employer contributions.

(i)On completion of the DLC transaction all awards and options granted under
   the P&O Princess employee share incentive plans will vest in full. An
   adjustment has been made to reverse the P&O Princess employee share
   incentive and matching award charge of $1.9 million for the year ended
   November 30, 2002.

(j)An adjustment has been made to eliminate $75.4 million of P&O Princess'
   historical goodwill related to prior business acquisitions.

(k)P&O Princess expects to incur and expense approximately $146.0 million of
   costs related to its terminated Royal Caribbean transaction and the
   completion of the DLC transaction with Carnival, including costs incurred to
   register P&O Princess ordinary shares with the U.S. Securities and Exchange
   Commission. Under U.S. GAAP, $11.9 million was expensed in the year ended
   December 31, 2001, and $105.1 million was expensed in 2002. An adjustment
   has been made to reverse this $105.1 million in the pro forma statement of
   operations for 2002 since Carnival and P&O Princess believe that the Royal
   Caribbean and Carnival costs are non-recurring charges directly attributable
   in all material respects to the DLC transaction. Of the total $146.0 million
   of P&O Princess' costs, $29.0 million has not been incurred as at December
   31, 2002 and an adjustment has been made to increase accrued liabilities for
   this amount.

(l)An adjustment of $84.0 million ($70.1 million current and $13.9 million long
   term) has been made to record the fair value of P&O Princess' contractual
   commitments to receive probable and estimable liquidated damages and
   business interruption insurance proceeds related to the delayed delivery of
   the Diamond Princess. This ship was initially scheduled for delivery in May
   2003, but has been delayed as a result of a fire in October 2002.

                                      84



    Notes to the unaudited pro forma financial information of the Combined
                Group in accordance with U.S. GAAP--(Continued)

(m)The shareholders' equity adjustment of $2,665.3 million represents the net
   equity increase due to the application of business combination adjustments,
   as detailed below:



                                                                           US$m     Notes
                                                                            
Excess of purchase consideration over net assets acquired                2,924.4    4/(d)/
Reduction in P&O Princess shareholders' funds for fair value adjustments  (199.1)   4/(d-iii)/
Costs of acquisition                                                       (60.0)   4/(d-ii)/
                                                                         -------
Shareholders' equity adjustment                                          2,665.3
                                                                         =======


(n)The pro forma weighted average number of shares has been calculated as if
   the DLC transaction had occurred on December 1, 2001 and after adjusting for
   the proposed P&O Princess share reorganization of 3.3289 existing P&O
   Princess shares for one new P&O Princess share.

   Based upon the weighted average number of shares outstanding of 706.6
   million, including 14.2 million of share options which all vest upon
   completion of the DLC transaction (706.6 million diluted), or 212.3 million
   (212.3 million diluted) after the proposed P&O Princess share
   reorganization, for P&O Princess and 586.6 million (588.1 million diluted)
   for Carnival for the years ended December 31, 2002 and November 30, 2002,
   respectively, the pro forma weighted average number of shares for the
   Combined Group is calculated as 798.9 million (800.4 million diluted).

   The pro forma earnings per share amounts have been calculated using the pro
   forma weighted average number of shares, calculated as described above, and
   the pro forma earnings for the Combined Group.

(o)Certain restructuring and integration expenses may be recorded subsequent to
   completion of the DLC transaction. The amount of these charges has not yet
   been determined, although they have been preliminarily estimated to be
   approximately $30 million, as they will be the subject of a detailed plan of
   restructuring and integration to be completed subsequent to the consummation
   of the DLC transaction. A portion of these charges may subsequently be
   determined to be part of the purchase consideration. These charges are not
   reflected in the unaudited pro forma financial information because they are
   not expected to have a continuing impact on the combined results.


                                      85



                  CHANGES IN RIGHTS OF CARNIVAL SHAREHOLDERS

Set forth below is a summary comparison of the rights of Carnival shareholders
before and after the DLC transaction (and assuming approval of Proposals 3, 4,
5 and 6 as well) that highlights the proposed changes to Carnival's articles of
incorporation and by-laws. This summary is not complete and we encourage you to
refer to the relevant parts of the proposed Third Amended and Restated Articles
of Incorporation of Carnival, which are attached to this proxy
statement/prospectus as Annex A-4, and the proposed Amended and Restated
By-laws of Carnival, which are attached to this proxy statement/prospectus as
Annex A-5.

General

Carnival's authorized capital stock consists of 1,000,000,000 shares, of which
960,000,000 are shares of common stock and 40,000,000 are shares of preferred
stock. As of March 11, 2003, there were 586,972,729 shares of common stock and
no shares of preferred stock outstanding. Our transfer agent and registrar is
SunTrust Bank. We are proposing to increase our authorized capital stock to
2,000,000,000 shares, of which 1,959,999,998 are shares of common stock (see
Proposal 3), and 40,000,000 are shares of preferred stock. In connection with
the DLC transaction, we will also have one share of special voting stock, which
we refer to in this proxy statement/prospectus as a special voting share, and
one share of special stock, which we refer to in this proxy
statement/prospectus as the equalization share.

Upon completion of the DLC transaction, you will continue to own your Carnival
shares and will keep your existing certificates, if you have any. Carnival
shares will continue to be listed on the NYSE. In connection with the DLC
transaction, Carnival shareholders will receive trust shares of beneficial
interests in a special voting entity in the form of a trust that we are
creating. Following completion of the DLC transaction, Carnival shares will
trade in units consisting of one Carnival share and one trust share of
beneficial interest in the special voting entity. Separate stock certificates
will not be issued to represent these trust shares of beneficial interest;
instead, certificates representing your Carnival shares will also evidence
these trust shares of beneficial interest.

Voting Rights

Before DLC transaction

Under Panamanian law, unless the articles of incorporation provide otherwise,
each shareholder is entitled to one vote for each share of capital stock held
by the shareholder, and the articles of incorporation may provide that in
elections of directors and other specified circumstances, shareholders are
entitled to cumulative voting. At any meeting of shareholders, all matters,
except as otherwise provided by Panamanian law, will be decided by a majority
of the votes cast by shareholders present in person or by proxy. Carnival's
current articles of incorporation do not alter the voting rights as provided
under Panamanian law or provide for cumulative voting.

After DLC transaction

Following completion of the DLC transaction, all matters, except as otherwise
expressly provided by Panamanian law, the articles or by-laws, will be decided
by a majority of the votes cast by all shareholders entitled to vote
(including, where applicable, the Carnival Special Voting Entity) who are
present in person or by proxy at such meeting; provided that votes recorded as
abstentions will not be counted as having been "cast." In connection with the
DLC transaction, special voting arrangements will be implemented so that the
shareholders of Carnival and P&O Princess will vote together as a single
decision-making body on all actions submitted to a shareholder vote other than
matters designated as class rights actions or resolutions on procedural or
technical matters.

                                      86



These are called joint electorate actions and will include:

..  the appointment, removal or re-election of any director of Carnival or P&O
   Princess or both of them;

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

..  the appointment or removal of the auditors of either company;

..  a change of name by P&O Princess or Carnival, or both of them; or

..  the implementation of a mandatory exchange based on a change in tax laws,
   rules or regulations.

The following table illustrates how these voting arrangements would affect
joint electorate actions needing to be passed by a majority vote, assuming 100%
of each company's shareholders vote and the Partial Share Offer is taken up in
full:



                Carnival             P&O Princess          Outcome
                --------        ---------------------- ----------------
                                                 
          64% or more approve      100% disapprove       Action taken
         63% or less disapprove      100% approve        Action taken
          51% or less approve   55% or more disapprove Action not taken
         51% or less disapprove  54% or more approve     Action taken


A change in the equalization ratio resulting from a share reorganization or
otherwise would only affect voting rights on a per share basis. In the
aggregate, such a change would not affect the relative weighting between the
current shareholders of Carnival and P&O Princess. Assuming the Partial Share
Offer is taken up in full, approximately 79% of the equity (and hence of the
vote in a joint electorate action) would remain with the holders of Carnival
shares, while approximately 21% of the equity and the vote in a joint
electorate action would remain with the holders of P&O Princess shares.

The relative voting rights of the P&O Princess shares and Carnival shares will
be determined by the equalization ratio. Based on an equalization ratio of 1:1,
each Carnival share will have the same voting rights as one P&O Princess share
on joint electorate actions.

In the case of class rights actions, the company wishing to carry out the class
rights action would require the prior approval of shareholders of both
companies, each voting separately as a class. If shareholders of either company
do not approve the action, it generally will fail.

Class rights actions will include:

..  the voluntary liquidation, dissolution or winding up (or equivalent) of
   either company for which shareholder approval is required (other than as
   part of a voluntary liquidation, dissolution or winding up (or equivalent)
   of both companies at or about the same time provided that such liquidation
   is not for the purpose of reconstituting all or a substantial part of the
   business of the two companies in one or more successor entities);

..  the sale, lease, exchange or other disposition of all or substantially all
   of the assets of either company other than a bona fide commercial
   transaction for valid business purposes and at fair market value and not as
   part of a proposal, the primary purpose of which is to collapse or unify the
   DLC structure;

..  an adjustment to the equalization ratio, other than in accordance with the
   Equalization and Governance Agreement;

..  any amendment, removal or alteration of any of the provisions of P&O
   Princess' articles of association and Carnival's articles of incorporation
   and by-laws which entrench specified core provisions of the DLC structure;

                                      87



..  any amendment or termination of the principal agreements under which the DLC
   structure is implemented (except where otherwise specifically provided in
   the relevant agreement);

..  any amendment to, removal or alteration of the effect of certain tax-related
   provisions of Carnival's articles of incorporation that would be likely to
   cause a mandatory exchange; and

..  anything which the boards of both companies agree should be approved as a
   class rights action.

The following table illustrates how these voting arrangements would affect
class right actions:



                    Carnival    P&O Princess
                  shareholders  shareholders     Outcome
                  ------------  ------------ ----------------
                                       
                  Approve /(1)/  Disapprove  Action not taken
                   Disapprove    Disapprove  Action not taken
                   Disapprove   Approve/(2)/ Action not taken
                     Approve      Approve      Action taken

--------
(1)Assumes that holders of at least approximately 2% or more of the outstanding
   Carnival shares do not cast votes on the action. In contrast, if all
   Carnival shareholders voted in favor of the action, it would be taken.
(2)Assumes that holders of at least approximately 2% or more of the outstanding
   P&O Princess shares do not cast votes on the action, or in the case of a
   special resolution that at least one vote is cast against the action. In
   contrast, if all P&O Princess shareholders voted in favor of the action, it
   would be taken.

When a quorum for the transaction of business is present at any meeting, a
resolution duly approved at a meeting of Carnival's shareholders by the
affirmative vote of a majority of all the votes cast on such resolution by all
shareholders of Carnival entitled to vote on it (including, where applicable,
the Carnival Special Voting Entity as holder of the Carnival special voting
share described below) who are present in person or by proxy at the meeting
will decide such question brought before such meeting, unless the question is
one upon which, by express provision of applicable law or regulation, the
articles of incorporation or the by-laws, a greater vote is required, in which
case such express provision will govern. Every resolution put to a vote at any
meeting of Carnival shareholders is conducted on a poll.

No resolution to approve a class rights action or joint electorate action will
be approved unless a parallel P&O Princess shareholders' meeting is held to
vote on any equivalent resolution.

The Carnival board and the P&O Princess board may:

..  decide to seek approval from shareholders for any matter that would not
   otherwise require such approval;

..  require any joint electorate action to instead be approved as a class rights
   action; or

..  specify a higher majority vote than the majority that would otherwise be
   required by applicable laws and regulations.

Special Voting Shares

Before DLC transaction

Carnival's current articles of incorporation and by-laws do not provide for a
special voting share, as the special voting share is merely a mechanism to give
effect to shareholder votes at parallel shareholder meetings on joint
electorate actions and class rights actions as described above under ''Voting
Rights'' and quorum provisions as described below under ''Quorum
Requirements,'' in each case following completion of the DLC transaction.

After DLC transaction

Reflecting votes of P&O Princess shareholders at Carnival meetings

In connection with the DLC transaction, Carnival's articles of incorporation
will be amended to authorize one special voting share. The Carnival special
voting share will have no rights to income or capital and no voting rights
except as described below. Upon completion of the DLC transaction,

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Carnival will issue the Carnival special voting share to the Carnival Special
Voting Entity. At all meetings at which a joint electorate action or a class
rights action will be considered, the holder of the Carnival special voting
share must be present.

For joint electorate actions, the Carnival special voting share will represent
the number of votes cast at the parallel meeting of P&O Princess shareholders
(as adjusted by the equalization ratio and rounded up to the nearest whole
number) and will represent "yes" votes, "no" votes and abstention at the
Carnival meeting in accordance with votes cast at the P&O Princess meeting.

For class rights actions, the Carnival Special Voting Entity, as holder of the
Carnival special voting share, will only vote if the proposed action has not
been approved at the parallel P&O Princess meeting. In that event, the Carnival
special voting share will represent that number of votes equal to the largest
whole percentage that is less than the percentage of the number of votes
necessary to defeat the resolution at the Carnival meeting if the total votes
capable of being cast by all outstanding Carnival shares able to vote were cast
in favor of the resolution. In most cases, this will be 49% (for a majority
vote, 49% is the largest whole percentage that is less than the 50% needed to
defeat the resolution). As a result, in the case of a majority vote, the
Carnival special voting share will represent a number of votes equal to 98% of
the votes capable of being cast by all Carnival shares (excluding the votes
represented by the Carnival special voting share). Therefore, assuming holders
of approximately 2% or more of the Carnival shares do not cast votes on such
class rights action, it will fail. If the P&O Princess shareholders approve the
proposed action, the Carnival special voting share will not represent any votes.

The Carnival special voting share will not represent any votes on any
resolution of a procedural or technical nature, which we refer to in this
document as "procedural resolutions." Procedural resolutions are those that do
not adversely affect the shareholders of P&O Princess in any material respect
and are put to the Carnival shareholders at a meeting. The Chairman of the
Carnival board will, in his absolute discretion, determine whether a resolution
is a procedural resolution. To the extent that such matters require the
approval of Carnival shareholders, any of the following will be procedural
resolutions:

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

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

..  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);

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

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

..  to adjourn the meeting.

Reflecting votes of Carnival shareholders at P&O Princess meetings

On completion of the DLC transaction, the P&O Princess special voting share
will be transferred to the trustee of the P&O Princess Special Voting Trust.
For joint electorate actions, the P&O Princess special voting share will
represent the number of votes cast at the parallel meeting of Carnival
shareholders (as adjusted by the equalization ratio and rounded to the nearest
whole number) and will represent "yes" votes, "no" votes and abstention at the
P&O Princess meeting in accordance with votes cast at the Carnival meeting.

For class rights actions, the trustee of the P&O Princess Special Voting Trust,
as holder of the P&O Princess special voting share, will only vote if the
proposed action has not been approved at the

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parallel Carnival meeting. In that event, the P&O Princess special voting share
will represent that number of votes equal to the largest whole percentage that
is less than the percentage of the number of votes (or, in the case of a
special resolution, such percentage less one vote) necessary to defeat the
resolution at the P&O Princess meeting if the total number of votes capable of
being cast by all outstanding P&O Princess shares (and other P&O Princess
shares able to vote) were cast in favor of the resolution. In most cases, this
will be 49% (for a majority vote, 49% is the largest whole percentage that is
less than the 50% needed to defeat the resolution). As a result, in the case of
a majority vote, the P&O Princess special voting share will represent a number
of votes equal to 98% of the votes capable of being cast by all P&O Princess
shares (excluding the votes represented by the P&O Princess special voting
share). Therefore, assuming holders of approximately 2% or more of P&O Princess
shares do not cast votes on such class rights action, it will fail. If the
Carnival shareholders approve the proposed action, the P&O Princess special
voting share will not represent any votes.

The P&O Princess special voting share will not represent any votes on any
procedural resolutions.

Trust shares of beneficial interest in the P&O Princess Special Voting Trust
will be transferred to Carnival. Immediately following this transfer, Carnival
will distribute the trust shares of beneficial interest in the P&O Princess
Special Voting Trust by way of dividend to Carnival shareholders of record at
the close of business on April 17, 2003. Separate certificates will not be
issued to represent these trust shares of beneficial interest in the P&O
Princess Special Voting Trust; instead, the trust shares of beneficial interest
will be paired with, and evidenced by, certificates representing Carnival
shares, as provided in the pairing agreement. The provisions of the pairing
agreement described under ''Special Voting Entities; Special Voting Shares --
Pairing Agreement'' will also be reflected in the Carnival articles.

Following completion of the DLC transaction, Carnival shares will trade in
units consisting of one Carnival share and one trust share of beneficial
interest in the P&O Princess Special Voting Trust. The trust shares of
beneficial interest in the P&O Princess Special Voting Trust will entitle
Carnival shareholders to receive any distributions made by the P&O Princess
Special Voting Trust. As the sole purpose of the P&O Princess Special Voting
Trust relates to the holding of the P&O Princess special voting share, it is
not expected to make any distributions.

Equalization Share

Before DLC transaction
Carnival's current articles of incorporation and by-laws do not provide for an
equalization share, as the equalization share is merely a mechanism to give
effect to equalized dividend payments to the shareholders of Carnival and P&O
Princess.

After DLC transaction

In connection with the DLC transaction, Carnival's articles will be amended to
authorize one equalization share, par value $0.01 per share. The equalization
share will:

..  have rights to dividends in accordance with the Equalization and Governance
   Agreement as declared and paid by the board of directors;

..  have no rights to receive notice of, attend or vote at any shareholder
   meeting; and

..  in the event of a voluntary or involuntary liquidation of Carnival, rank
   after all other holders of shares.

Quorum Requirements

Before DLC transaction

Under Carnival's current by-laws, the holders of a majority of the shares of
stock entitled to vote at any meeting of shareholders, present in person or
represented by proxy, constitutes a quorum for the transaction of any business
at such meeting.

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After DLC transaction

Following completion of the DLC transaction, the presence in person or by proxy
at any meeting of Carnival shareholders holding at least one-third of the total
votes entitled to be cast will constitute a quorum for the transaction of
business at such meeting, except as otherwise required by applicable law or
regulation, the articles of incorporation or the by-laws.

For purposes of determining whether a quorum exists at any meeting of
shareholders where a joint electorate action or a class rights action is to be
considered:

..  if the meeting of Carnival shareholders convenes before the parallel
   shareholder meeting of P&O Princess, the Carnival special voting share will,
   at the commencement of the meeting, have no votes and therefore will not be
   counted for purposes of determining the total number of shares entitled to
   vote at such meeting or whether a quorum exists at such meeting, although
   the Carnival special voting share itself must be present, either in person
   (through a representative of the Carnival Special Voting Entity) or by proxy;

..  if the meeting of the Carnival shareholders convenes at substantially the
   same time as or after the parallel shareholder meeting of P&O Princess with
   respect to one or more joint electorate actions, the Carnival special voting
   share will have the maximum number of votes attached to it as were cast on
   such joint electorate actions, either for, against or abstained, at the
   parallel shareholder meeting of P&O Princess, and such maximum number of
   votes (including abstentions) will constitute shares entitled to vote and
   present for purposes of determining whether a quorum exists at such meeting;
   and

..  if the meeting of shareholders convenes at substantially the same time as or
   after the parallel shareholder meeting of P&O Princess with respect to a
   class rights action, the Carnival special voting share will, at the
   commencement of the meeting, have no votes and therefore will not be counted
   for purposes of determining the total number of shares entitled to vote at
   such meeting or whether a quorum exists at such meeting, although the
   Carnival special voting share itself must be present, either in person
   (through a representative of the Carnival Special Voting Entity) or by proxy.

In addition, 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 Carnival Special Voting Entity must be present at such
meeting.

Shareholder Action By Written Consent

Before DLC transaction

Panamanian law provides that shareholders may act by written consent and
Carnival's current by-laws allow action to be taken by written consent.

After DLC transaction

Following completion of the DLC transaction, Carnival's by-laws will provide
that Carnival shareholders may not act by written consent.

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Shareholder Proposals

Before DLC transaction

Panamanian law does not specifically address the issue of shareholders'
proposals and Carnival's by-laws do not expressly permit shareholder proposals
to be considered at the annual meeting of shareholders. Panamanian law requires
that prior notice of a meeting must set out the purpose or purposes for which
the meeting is convened. Any proposal to be discussed at a meeting should be
included in the notice of the meeting, unless the notice reserves time for any
other matters which the shareholders may which to discuss.

Under the rules of the Exchange Act, shareholders may submit proposals,
including director nominations, for consideration at shareholder meetings. Such
proposals will need to comply with SEC regulations regarding the inclusion of
shareholder proposals in company-sponsored proxy materials. In order for
shareholder proposals to be considered for inclusion in Carnival's proxy
statement/prospectus for an annual meeting, the written proposals must be
received by Carnival not less than 120 calendar days before the first
anniversary of the date of mailing of the proxy statement from the previous
year's annual meeting.

Carnival's by-laws provide that at any special meeting of shareholders only
such business may be transacted as is related to the purpose or purposes of
such meeting set forth in the notice of the special meeting. Carnival's by-laws
provide that special meetings of shareholders may only be called by the
Carnival board or the President or Secretary of Carnival.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation or
by-laws regarding shareholder proposals.

Standard of Conduct for Directors

Before DLC transaction

Panamanian law imposes a general fiduciary duty on directors to act prudently
and in the best interests of the company. Among other things, directors are
responsible for the authenticity of the payments which appear to have been made
on behalf of the company, for the validity of dividends to be paid, general
book-keeping and for effecting the operation of the company in accordance with
applicable laws, its articles of incorporation, its by-laws, and resolutions of
the General Assembly of shareholders.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation or
by-laws regarding the standard of conduct for directors, except that following
completion of the DLC transaction, the Carnival board of directors will be
authorized to operate and carry into effect the Equalization and Governance
Agreement, the SVE Special Voting Deed and the Carnival Deed of Guarantee and,
subject to applicable laws and regulations, nothing done by any director in
good faith pursuant to such authority and obligations will constitute a breach
of the fiduciary duties of such director to Carnival or its shareholders. In
particular, the directors will, in addition to their duties to Carnival, be
entitled to consider the interests of the Carnival shareholders and the P&O
Princess shareholders as if Carnival and P&O Princess were a single entity.
Following completion of the DLC transaction, the boards of directors of
Carnival and P&O Princess will be identical.

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Meetings of the Board of Directors

Before DLC transaction

Under Panamanian law, the business of every corporation is to be managed and
directed by a board of directors whom, subject to the provisions of Panamanian
law and the articles of incorporation, will have absolute control and full
direction over the corporation's affairs. Carnival's current articles of
incorporation provide that meetings of the board of directors may be held in
the Republic of Panama or in any other country and any director can be
represented and vote by proxy. The board of directors may act by written
consent of a majority of the directors or their proxies in lieu of a meeting. A
majority of the total number of directors constitutes a quorum for the
transaction of business at any meeting of Carnival's board, and the vote of a
majority of the directors present at the time of the vote, if a quorum is
present, will be the act of the board.

After DLC transaction

Following completion of the DLC transaction, at all meetings of each board of
directors, the presence in person or by proxy, of at least one-third of the
total number of directors will constitute a quorum for the transaction of
business except as may be otherwise specifically provided by applicable law,
the articles of incorporation or by-laws. The act of a simple majority of the
directors present in person or by proxy at any meeting at which there is a
quorum will constitute a valid act of the board of directors, except as may be
otherwise specifically provided by applicable law or regulation, the articles
of incorporation or by-laws. The board of directors will continue to be allowed
to act by written consent.

General Meetings of Shareholders

Before DLC transaction

The current by-laws of Carnival provide that the annual meeting of shareholders
be held on a date and at a time in March or April of each year fixed by the
Carnival board. Under Panamanian law, the President, Vice President, Secretary,
or Assistant-Secretary may also determine the place of such meeting which may
be within or without of the Republic of Panama.

After DLC transaction

Following completion of the DLC transaction, written notice of all meetings of
shareholders will have to state the purpose of the meeting, including whether a
joint electorate or class rights action will be considered. The requirement
that the annual meeting be held in March or April of each year will be removed.

In addition, if Carnival proposes to undertake a joint electorate action or
class rights action, Carnival must immediately give notice to P&O Princess of
the nature of the joint electorate action or the class rights action it
proposes to take. Unless such action is proposed to be taken at the annual
meeting of shareholders, the board of directors must convene a special meeting
for the purpose of considering a resolution to approve the joint electorate
action or class rights action. Such meeting will be held as close in time as
practicable with the parallel shareholder meeting convened by P&O Princess for
purposes of considering such joint electorate action or class rights action. If
Carnival receives notice from P&O Princess that P&O Princess proposes to
undertake a joint electorate action or a class rights action, the Carnival
board of directors must convene a meeting of Carnival shareholders as close in
time as practicable to the P&O Princess meeting and must propose an equivalent
resolution as that proposed at the P&O Princess meeting. Carnival must
cooperate fully with P&O Princess in preparing resolutions, explanatory
memoranda or any other information or material required in connection with the
proposed joint electorate action or class rights action.

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Special Meetings of Shareholders

Before DLC transaction

Panamanian law provides that special meetings of shareholders may be called by:
(1) the President, Vice President, Secretary, or Assistant-Secretary; or (2)
any person or persons authorized by the corporation's articles of incorporation
or by-laws. The by-laws of Carnival provide that special meetings of
shareholders may be called at any time by the board of directors, the President
or the Secretary. Shareholders may not call special meetings. Carnival's
by-laws provide that written notice of each meeting of the shareholders,
stating the date, hour, place and purpose or purposes thereof, will be given,
personally or by mail, to each shareholder entitled to notice of or to vote at
the meeting not less than ten nor more than sixty days before the date of the
meeting. If mailed, such notice will be deposited in the U.S. mail, postage
prepaid, directed to the shareholder at his/her address as it appears on the
records of Carnival.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation and
by-laws regarding special meetings, except that following completion of the DLC
transaction, written notice of all meetings of shareholders will state the
purpose of the meeting, including whether a joint electorate action or class
rights action will be considered. In addition, if Carnival proposes to
undertake a joint electorate action or class rights action, Carnival must
immediately give notice to P&O Princess of the nature of the joint electorate
action or the class rights action it proposes to take. Unless such action is
proposed to be taken at the annual meeting of shareholders, the board of
directors is to convene a special meeting for the purpose of considering a
resolution to approve the joint electorate action or class rights action. Such
meeting will be held as close in time as practicable with the parallel
shareholder meeting convened by P&O Princess for purposes of considering such
joint electorate action or class rights action. If Carnival receives notice
from P&O Princess that P&O Princess proposes to undertake a joint electorate
action or a class rights action the Carnival board of directors must convene a
meeting of Carnival shareholders as close in time as practicable to the P&O
Princess meeting and must propose an equivalent resolution as that proposed at
the P&O Princess meeting. Carnival must cooperate fully with P&O Princess in
preparing resolutions, explanatory memoranda or any other information or
material required in connection with the proposed joint electorate action or
class rights action.

Sources and Payment of Dividends

Before DLC transaction

Under Panamanian law, a corporation may pay dividends to the extent of a
corporation's net earnings or capital surplus.

After DLC transaction

Following completion of the DLC transaction, Carnival expects to continue to
pay quarterly dividends and there will be no change in the entitlement of
quarterly dividends for shareholders of either company. Carnival shareholders
and P&O Princess shareholders will have rights to income and capital
distributions from the combined group based on the equalization ratio. In order
for the companies to pay a dividend or make a distribution, the ratio of
dividends and distributions paid per share of Carnival common stock to
dividends and distributions paid per P&O Princess ordinary share must equal the
equalization ratio, taking account the applicable currency exchange rate.

Dividends will be equalized according to the equalization ratio (and any
balancing transactions between the companies will be determined and made)
before deduction of any amounts in respect of the tax required to be deducted
or withheld and excluding the amounts of any tax credits or other tax benefits.

                                      94



If one company has insufficient profits or is otherwise unable to pay a
dividend, Carnival and P&O Princess will, as far as practicable, enter into
such balancing transactions as are necessary to enable both companies to pay
dividends in accordance with the equalization ratio. This may take the form of
a payment from one company to the other or a dividend payment on an
equalization share. Following completion of the DLC transaction Carnival and
P&O Princess expect that dividends received by P&O Princess shareholders will
be made to be consistent with Carnival's regular quarterly dividend.

Rights of Purchase and Redemption

Before DLC transaction

Under Panamanian law, except as otherwise provided in the articles of
incorporation, any corporation may purchase, redeem and dispose of its own
shares. If the acquisition of shares is made with funds or property other than
the excess of assets over the liabilities or the net earnings of the
corporation, the acquired shares of stock will be canceled by the reduction of
the issued stock, but such shares may be sold again if the authorized capital
stock is not decreased by the cancellation of such shares. Shares of its own
stock acquired by any corporation, from funds derived from the excess of its
assets over its liabilities or net earnings, may be retained by the corporation
as treasury stock and sold by it or may be canceled or reissued by resolution
passed by the board of directors.

Carnival's current articles of incorporation do not prohibit the corporation
from purchasing, redeeming and disposing of its own shares. The NYSE requires
that prompt publicity be given and prompt notice be sent to the NYSE of action
which will result in, or which looks toward, either the partial or full call
for redemption of a listed security. NYSE rules provide that when a listed
security is fully redeemed, trading is suspended as soon as the redemption
funds become available to the holders of the security. When only a part of the
listed securities are redeemed, the amount authorized to be listed is reduced
by the amount redeemed as soon as the redemption funds become available to
holders of the redeemed securities.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation or
by-laws regarding rights of purchase and redemption of Carnival shares.

Appraisal Rights

Before DLC transaction

Under Panamanian law, shareholders of a corporation do not have appraisal
rights.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation or
by-laws regarding appraisal rights.

Pre-emptive Rights

Before DLC transaction

Under Panamanian law, a shareholder is entitled to pre-emptive rights to
subscribe for additional issuances of common stock or any security convertible
into stock in proportion to the shares that are owned unless there is a
provision to the contrary in the articles of incorporation. Carnival's articles
of incorporation provide that Carnival shareholders are not entitled to
pre-emptive rights.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation
regarding pre-emptive rights, except that pursuant to the Equalization and
Governance Agreement, neither Carnival nor P&O

                                      95



Princess may issue any shares carrying voting rights to the other or its
subsidiaries (except on a pre-emptive basis) during the first two years
following the date of the Equalization and Governance Agreement. After
expiration of the initial two-year period, for each of the subsequent three
years neither Carnival nor P&O Princess may issue shares carrying voting rights
to the other company, or any of that company's subsidiaries, except on a
pre-emptive basis to all shareholders, in excess of 5% per year of the issued
or outstanding shares (calculated as at the first day in such annual period).
Thereafter, there will be no restriction on the issuance of shares carrying
voting rights to the other company or any of that company's subsidiaries. These
restrictions may be varied by a class rights action.

Amendment of Governing Instruments

Before DLC transaction

Under Panamanian law, unless the articles of incorporation require a greater
vote, an amendment to the articles of incorporation may be made:

..   by the holders or their proxies of all the issued and outstanding stock of
    the corporation entitled to vote;

..   by means of a resolution passed by holders or their proxies of the majority
    of the outstanding stock of the corporation entitled to vote; and

..   in case the amendment to the articles consists in any change in the
    preference of shares of any class, by means of a resolution passed by
    holders or their proxies of majority of the outstanding stock of the
    corporation entitled to vote of each class.

Carnival's articles do not specifically address amendments.

Under Panamanian law, the board of directors of a corporation has the power to
adopt, amend or repeal the by-laws of the corporation, unless specifically
provided to the contrary by the articles of incorporation or in the by-laws
approved by the shareholders. The by-laws of Carnival provide that the by-laws
may be altered, amended, supplemented or repealed or new by-laws may be
adopted, by the board of directors or by vote of the holders of the shares
entitled to vote in the election of directors. Any by-laws adopted, altered or
supplemented by the board of directors may be altered, amended, supplemented or
repealed by the shareholders entitled to vote thereon.

After DLC transaction

Following completion of the DLC transaction, any amendment to the provisions of
Carnival's amended articles of incorporation which entrench the DLC structure
will require approval as a class rights action. The entrenched provisions of
the amended articles of incorporation include matters relating to:

..  the special voting share;

..  anti-takeover provisions;

..  dividends and distributions;

..  amendments to Carnival's articles and by-laws; and

..  liquidation.

All other provisions of Carnival's articles (except as provided below) may be
amended by the shareholders of Carnival and P&O Princess voting together in a
joint electorate action. Amendments to the Carnival articles require approval,
whether in a class rights action or joint electorate action, of a

                                      96



majority of all votes entitled to be cast with respect thereto (including votes
entitled to be cast by the Carnival special voting share) at a meeting of
Carnival shareholders.

Notwithstanding the foregoing, any amendment of the articles of incorporation
(1) to specify or change the location of the office or registered agent of
Carnival, or (2) to make, revoke or change the designation of a registered
agent, or to specify or change the registered agent, may be approved and
effected by the board of directors without the approval of the shareholders of
Carnival or the shareholders of P&O Princess.

Following completion of the DLC transaction, any amendment to or repeal of the
provisions of Carnival's by-laws which entrench the DLC structure will also
require approval as a class rights action. Any amendment to or repeal of any
by-law of Carnival other than any of the Carnival entrenched by- laws may be
approved and effected by the board of directors without the approval of the
shareholders of Carnival or the shareholders of P&O Princess. The entrenched
provisions of the amended by-laws include matters relating to:

..  the transferability of the special voting share;

..  the scope of, and voting rights and procedures in relation to, joint
   electorate actions, class rights actions and procedural resolutions; and

..  election, qualification and disqualification of directors.

Any amendment to or repeal of any by-law of Carnival other than any of the
Carnival entrenched by-laws may be approved and effected by the Carnival board
without the approval of Carnival shareholders or P&O Princess shareholders.

If a mandatory exchange is triggered, the articles of incorporation and the
by-laws will be automatically amended upon completion of the mandatory
exchange, without any further action of Carnival or the shareholders of
Carnival to conform to the articles of incorporation and by-laws of Carnival
prior to the implementation of the DLC structure. See "Proposal 1--The Offer
and Implementation Agreement--Mandatory Exchange".

Stock Class Rights

Before DLC transaction

Under Panamanian law, any change to the rights of holders of Carnival common
stock or any series of preferred stock requires an amendment to the Carnival
articles of incorporation. Panamanian law provides that the holders of shares
of a class or series will be entitled to vote as a class upon a proposed
amendment if the amendment consists in any change in the preference of the
outstanding shares of any class, or would authorize the issuance of shares with
preferences which are in any respect superior to those of outstanding shares of
any class.

Under its current articles of incorporation, Carnival has the right to issue
shares of common stock and shares of preferred stock for such consideration and
for such corporate purposes as the board of directors may from time to time
determine. The shares of authorized common stock shall be identical in all
respects and have equal rights and privileges. The shares of preferred stock
may be issued from time to time in one or more series of any number of shares,
provided that the aggregate number of shares issued and not canceled of any and
all such series shall not exceed the total number of shares of preferred stock
authorized, and with distinctive serial designations, all as shall be stated
and expressed in the resolution or resolutions providing for the issue of such
shares of preferred stock. Each series of shares of preferred stock:

..  may have such voting powers, full or limited, or may be without voting
   powers;

                                      97



..  may be subject to redemption at such time or times and at such prices;

..  may be entitled to receive dividends (which may be cumulative or
   non-cumulative) at such rate or rates, in such consideration (including,
   without limitation, shares of capital stock), on such conditions and at such
   times, and payable in preference to, or in such relation to, the dividends
   payable on any other class or classes or series of stock;

..  may have such rights upon the dissolution of, or upon any distribution of
   the assets of Carnival;

..  may be made convertible into or exchangeable for, shares of any other class
   or classes or of any other series of the same or any other class or classes
   of shares of Carnival or any other person at such price or prices or at such
   rates of exchange and with such adjustments;

..  may be entitled to the benefit of a sinking fund to be applied to the
   purchase or redemption of shares of such series in such amount or amounts;

..  may be entitled to the benefit of conditions and restrictions upon the
   creation of indebtedness of Carnival or any subsidiary, upon the issue of
   any additional shares (including additional shares of such series or of any
   other series) and upon the payment of dividends or the making of other
   distributions on, and the purchase, redemption or other acquisition by
   Carnival or any subsidiary of, any outstanding shares of Carnival; and

..  may have such other relative, participating, optional or other special
   rights, qualifications, limitations or restrictions, all as shall be stated
   in the resolution or resolutions providing for the issue of such shares of
   preferred stock.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation
regarding stock class rights, except that the proposed articles of
incorporation provide that the holders of shares of Carnival common stock be
entitled, in accordance with the Equalization and Governance Agreement and to
the exclusion of the holders of shares of preferred stock, to receive such
dividends as from time to time may be declared by the board of directors,
except as otherwise provided by the resolution or resolutions providing for the
issue of any series of shares of preferred stock.

Rights of Inspection

Before DLC transaction

Panamanian law does not regulate the right to inspect the corporate books and
records. Any shareholder may inspect the corporation's stock ledger, a list of
its shareholders and its other books and records and make copies or extracts of
those materials during normal business hours, subject to applicable provisions,
if any, in the articles of incorporation or by-laws. The current by-laws of
Carnival provide that the board of directors will determine from time to time
whether, and if allowed, when and under what conditions and regulations the
accounts, books, minutes and other records of Carnival or any of them will be
open to the inspection of the shareholders. However, a shareholder holding at
least 5% of the issued and outstanding capital stock of the corporation may
request the General Assembly of Shareholders to appoint auditors for
examination of the balance sheet, or the incorporation records of the
corporation, or the management thereof, but if such proposal is rejected, a
Judge may without further proceeding appoint such auditors.

After DLC transaction

Following completion of the DLC transaction, every Carnival shareholder will,
upon written demand stating the purpose thereof, have a right to inspect, in
person or by agent or attorney, during the usual

                                      98



hours of business, for a purpose reasonably related to his interests as a
shareholder, the share register, books of account, and minutes of all
proceedings, and make copies or extracts therefrom.

Classification of the Board of Directors

Before DLC transaction

Panamanian law permits the articles of incorporation or the by-laws to provide
that directors be divided into one, two or three classes, with the term of
office of one class of directors to expire each year. Carnival's current
articles of incorporation do not provide for classification of its board of
directors and each member of the Carnival board is elected annually to serve
until the next annual meeting of shareholders.

After DLC transaction

No change is proposed to be made to Carnival's articles of incorporation
regarding classification of its board of directors.

Election of Directors

Before DLC transaction

Panamanian law provides that the directors of a corporation will be elected in
such manner, at such place and in such time as the articles of incorporation or
the by-laws determine, and that vacancies existing in the board of directors
will be filled in the manner prescribed by the articles of incorporation or the
by-laws. If the directors are not elected on the day designated for that
purpose, the directors in office will continue to serve as such until their
respective successors are elected. Carnival's current by-laws provide that all
elections of directors be by written ballot and that directors be elected by a
plurality of the votes cast at a meeting of shareholders of shares entitled to
vote in the election of directors. Subject to the provisions of the articles of
incorporation, the number of directors is fixed by the by-laws of the
corporation. Carnival's current articles of incorporation provide that the
number of directors be no less than three and no more than 17. Within said
minimum and maximum, the total number of directors may be fixed from time to
time by action of the shareholders or by action of the board. A change in the
minimum and maximum number of directors will require an amendment to the
articles.

After DLC transaction

Following completion of the DLC transaction, resolutions relating to the
appointment, removal and re-election of directors will be considered as a joint
electorate action and voted upon by the shareholders of each company
effectively voting together as a single decision-making body. The number of
directors will be a minimum of three and a maximum of 25. No person may be
elected or appointed to serve on the Carnival board unless that person is also
elected to be a member of the P&O Princess board. Any director of Carnival who
resigns from the Carnival board must also resign from the P&O Princess board
and vice versa.

Removal of Directors

Before DLC transaction

Panamanian law provides that a director may be removed with or without cause by
the holders of a majority in voting power of the shares entitled to vote at an
election of directors. The by-laws of Carnival provide that any director may be
removed at any time, with or without cause, only by the affirmative vote of
holders of a majority of the shares of the class of common stock which elected
them.

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After DLC transaction

Following completion of the DLC transaction, subject to the provisions of
Panamanian law, directors may be removed with or without cause only by a
majority vote of a quorum of the shareholders.

Vacancies on the Board of Directors

Before DLC transaction

Under Panamanian law, vacancies existing in the board of directors will be
filled in the manner prescribed by the company's articles of incorporation or
the by-laws. Subject to the foregoing, the following vacancies may be filled by
a vote of a majority of the directors then in office: (1) vacancies on a board
of directors; and (2) newly created directorships resulting from an increase in
the authorized number of directors. However, if the holders of any specific
class of stock are entitled to elect directors, vacancies and newly created
directorships of the class may only be filled by a majority of the directors
elected by the class. If the board increases the number of directors, any
vacancy so created may be filled by the board.

After DLC transaction

Following completion of the DLC transaction, vacancies on the board of
directors will be filled by a majority of the directors then in office, even
though less than a quorum, provided that any such person is appointed to both
the Carnival board and the P&O Princess board at the same time. If only one
director remains in office, the director will have the power to fill all
vacancies. If there are no directors, the Secretary of Carnival may call a
meeting at the request of any two shareholders for the purpose of appointing
one or more directors.

Indemnification of Directors and Officers

Before DLC transaction

Panamanian law does not specifically address the issue of indemnification of
directors and officers. Carnival may indemnify any officer or director who is
made a party to any suit or proceeding on account of being a director, officer
or employee of the corporation against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement reasonably incurred by him/her
in connection with the action, through, among other things, a majority vote of
a quorum consisting of directors who were not parties to the suit or proceeding
if the officer or director acted in good faith and in a manner he/she
reasonably believed to be in the best interests of the corporation. In a
criminal proceeding, the standard is that the director or officer had no
reasonable cause to believe his/her conduct was unlawful.

Carnival's articles of incorporation and by-laws provide that Carnival will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of Carnival against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
to the fullest extent and in the manner set forth in and permitted by the
General Corporation Law of Panama, and any other applicable law, as from time
to time in effect. This right of indemnification is not exclusive of any other
rights to which a director or officer may be entitled. Any repeal or
modification of the applicable provisions of the General Corporation Law of
Panama will not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

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In addition, Carnival's current articles of incorporation provide that Carnival
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was an employee or agent of Carnival, or is or was serving at the
request of Carnival as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the extent and in the manner set forth in and
permitted by the General Corporation Law of the Republic of Panama, and any
other applicable law, as from time to time in effect. Such right of
indemnification is not exclusive of any other rights to which any such person
may be entitled. Carnival is authorized to purchase and maintain insurance in
respect of its indemnification obligations.

After DLC transaction

Following completion of the DLC transaction, the indemnification provisions in
Carnival's articles of incorporation will be amended to reflect the fact that
Carnival's directors and officers will also serve as directors and/or officers
of P&O Princess. Accordingly:

Each person who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, by reason of the
fact that such person is or was a director or an officer of Carnival or P&O
Princess or is or was serving at the request of Carnival or P&O Princess as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless by Carnival against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by Panamanian law, and any other applicable law, as from time to
time in effect. Carnival will continue to have the power to purchase and
maintain insurance in respect of its indemnification obligations.

A member of the board of directors, or a member of any committee designated by
the board of directors, will, in the performance of his duties, be fully
protected in relying in good faith upon the records of Carnival or P&O Princess
and upon such information, opinions, reports or statements presented to
Carnival by any of Carnival's or P&O Princess' officers or employees, or
committees of the board of directors, or by any other person as to matters the
member reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on
behalf of Carnival. In discharging their duties, directors and officers, when
acting in good faith, may rely upon financial statements of Carnival or P&O
Princess represented to them to be correct by the chief financial officer or
the controller or other officer of Carnival or P&O Princess having charge of
its books or accounts, or stated in a written report by an independent public
or certified public account or firm of such accountants fairly to reflect the
financial condition of Carnival or P&O Princess.

Takeover Restrictions

Before DLC transaction

Under Panamanian law, directors are responsible for the good management and in
general for the execution or faulty fulfillment of their obligations to
administer the corporation's affairs. There is limited legislative or judicial
guidance on takeover issues in Panama and it is difficult to anticipate how a
Panamanian court will react or resolve a matter concerning application of a
policy of judicial deference to board of directors decisions to adopt
anti-takeover measures in the face of a potential takeover where the directors
are able to show that (1) they had reasonable grounds for believing that there
was a danger to corporate policy and effectiveness from an acquisition proposal
and (2) the board action taken was reasonable in relation to the threat posed.
Before the DLC transaction, Carnival was not subject to the UK Takeover Code.

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In order for Carnival to qualify as a publicly-traded company under Section 883
of the Internal Revenue Code, Carnival's articles also contain restrictions
that prevent any person(s) (other than the Arison family and its permitted
transferees) from acquiring beneficial ownership of more than 4.9% of Carnival
shares.

After DLC transaction

Following completion of the DLC transaction, the articles of incorporation of
Carnival will contain provisions which would apply to any person, or group of
persons acting in concert, that acquires shares in the Combined Group which
would trigger a mandatory offer obligation as if the UK Takeover Code applied
to the Combined Group on a combined basis. Where:

..   a person or group of persons acquired, or acquires voting rights over 30%
    or more of the combined votes which would be cast on a joint electorate
    action; or

..   any person or group of persons that already holds not less than 30% but not
    more than 50% of the combined votes which would be cast on a joint
    electorate action, acquired, or acquires voting rights over, any shares
    which increase the percentage of votes which such person(s) could cast on a
    joint electorate action,

such shares acquired would be disenfranchised (that is, the owner of those
shares could cease to have any economic or voting rights on those shares)
unless an offer for all the shares in the Combined Group at a price equivalent
to that applicable to the acquisition has been made by the person or group.
These takeover restrictions would not apply to:

..   acquisitions of shares of the other company by either P&O Princess or
    Carnival;

..   if the restrictions are prohibited by applicable law and regulations;

..   any acquisition by the Arison family and certain trusts for their benefit
    within the thresholds described below; and

..   any acquisition pursuant to a mandatory exchange.

There are certain exceptions to these provisions in the case of the Arison
family and trusts for their benefit which together will hold approximately 35%
of the equity of the Combined Group immediately following implementation of the
DLC structure. The Arison family and certain trusts for their benefit can
acquire shares in the Combined Group without triggering these provisions
provided that, as a result, their aggregate holdings do not increase by more
than 1% of the voting power of the Combined Group in any period of 12
consecutive months, subject to their combined holdings not exceeding 40% of the
voting power of the Combined Group. However, these parties may acquire
additional shares or voting power without being subject to these restrictions
if they comply with the offer requirement described above. These restrictions
do not apply to acquisitions of shares by either P&O Princess or Carnival.

The 4.9% ownership threshold will remain in place following the DLC
transaction. While both the mandatory offer protection and 4.9% protection
remain in place, no third party other than the Arison family and certain trusts
for their benefit will be able to acquire control of the Combined Group.

Liquidation

Before DLC transaction

Under Panamanian law, if the board of directors deems it advisable that the
corporation be dissolved, it is to propose by a majority of the votes of the
members thereof an Agreement of Dissolution and within 10 days shall call or
cause to be called, in accordance with law, a meeting of stockholders, to vote
on the resolution passed by the board of directors proposing the dissolution.
At the stockholders' meeting, the holders of a majority of shares with voting
rights on the matter can adopt the resolution for the

                                      102



dissolution of the company. The dissolution of the company may also be adopted
by written consent in lieu of meeting of the holders of all shares having
voting power. Carnival's current articles of incorporation and by-laws do not
address liquidation.

After DLC transaction

Following completion of the DLC transaction, in the event of a voluntary or
involuntary liquidation of Carnival, to the extent assets are available for
distribution, Carnival is to ensure that the holders of Carnival common stock
and P&O Princess ordinary shares will be entitled to a liquidation distribution
which is equivalent on a per share basis in accordance with the equalization
ratio then in effect and disregarding any tax consequences.

In giving effect to the principles regarding a liquidation of Carnival,
Carnival may:

..   make a payment to P&O Princess in accordance with the provisions of the
    Equalization and Governance Agreement;

..   issue shares to P&O Princess or to holders of P&O Princess ordinary shares
    and make a distribution or return on such shares; or

..   take any other action that the boards of directors of each of Carnival and
    P&O Princess consider appropriate to give effect to such principles.

Any action other than a payment of cash by one company to the other company
will require the prior approval of the board of directors of each company.

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                                  PROPOSAL 1

              APPROVAL OF THE OFFER AND IMPLEMENTATION AGREEMENT

You are being asked to approve the Offer and Implementation Agreement and
related transactions required to effect the DLC transaction. The affirmative
vote of the holders of a majority of all outstanding Carnival shares entitled
to vote at the special meeting is required to approve the Offer and
Implementation Agreement.

We have attached the Offer and Implementation Agreement as Annex A-1 to this
proxy statement/prospectus. We encourage you to read this agreement carefully
because it is the legal document that governs the terms and conditions on which
we and P&O Princess will effect the DLC transaction.

The Offer and Implementation Agreement
Introduction
On January 8, 2003, P&O Princess and Carnival entered into the Offer and
Implementation Agreement under which, subject to certain conditions, they
agreed to implement the DLC structure. Upon entering into the Offer and
Implementation Agreement and the board of P&O Princess recommending the DLC
proposal, all of the pre-conditions to Carnival's DLC proposal were satisfied.

The following is a simplified illustration of the Combined Group after
implementation of the DLC structure.

                                  [FLOW CHART]



(1)Votes at Carnival shareholders meetings based on the outcome of votes at
   parallel meetings of P&O Princess shareholders, and is held by the trustee
   of the P&O Princess Special Voting Trust.
(2)Votes at P&O Princess shareholders meetings based on the outcome of votes at
   parallel meetings of Carnival shareholders and is held by the Carnival
   Special Voting Entity.
(3)Trust shares of beneficial interest in the P&O Princess Special Voting Trust
   will be distributed by way of a dividend to Carnival shareholders.
(4)Trust shares of beneficial interest in the P&O Princess Special Voting Trust
   will be paired with Carnival shares pursuant to the pairing agreement.

                                      104



Generally

The Offer and Implementation Agreement sets out the terms and conditions under
which Carnival and P&O Princess have agreed to implement the DLC structure. The
Offer and Implementation Agreement was entered into by Carnival and P&O
Princess on January 8, 2003. Under the Offer and Implementation Agreement,
Carnival and P&O Princess have agreed, among other things:

..  to use their respective reasonable best efforts to take all steps necessary
   or desirable to implement the DLC structure;

..  on satisfaction or waiver of the conditions precedent to closing of the DLC
   transaction:

    -- to enter into the Equalization and Governance Agreement, the SVE Special
       Voting Deed, the Deeds of Guarantee;

    -- to effect the amendments to their respective governing documents
       necessary to implement the DLC structure;

    -- to issue their respective special voting shares;

    -- to appoint, and procure the resignations of, such persons as are
       necessary to ensure that the board of directors of each company is
       identical;

..  subject to certain exceptions, not to approach or entertain, solicit or
   facilitate an approach from a third party with respect to an acquisition
   proposal for all or a significant portion of the assets or voting power of
   its company; and

..  to pay a break fee of $49.4 million, representing 1% of P&O Princess' market
   capitalization at the close of business on January 7, 2003, to the other
   company if the Offer and Implementation Agreement is terminated in certain
   circumstances.

Conditions to the Offer and Implementation Agreement

Completion of the DLC transaction is subject to certain conditions set forth in
the Offer and Implementation Agreement being satisfied or waived on or before
September 30, 2003. If the conditions are not satisfied or waived by the
relevant party on or before September 30, 2003, either Carnival or P&O Princess
may (so long as the terminating party is not in breach of the Offer and
Implementation Agreement and subject to the approval of the UK Takeover Panel)
terminate the Offer and Implementation Agreement. Closing of the DLC
transaction is scheduled to take place not later than the third business day
after the date all conditions are satisfied or waived or such other date as the
parties agree. If the Offer and Implementation Agreement is terminated, the DLC
transaction will not proceed. The most important of these conditions include:

..  approval of at least three-quarters of the P&O Princess shareholders and a
   majority of Carnival shareholders;

..  the absence of action, or threatened action, by any governmental authority
   that restrains, enjoins or otherwise prohibits the completion or performance
   of, or materially adversely affects, the DLC transaction and the other
   transactions contemplated by the Offer and Implementation Agreement;

..  effectiveness of the revised governing documents of each of P&O Princess and
   Carnival;

..  clearance of the DLC transaction under the European Commission merger
   regulation and all other relevant regulatory consents or approvals having
   been obtained;

                                      105



..  the Partial Share Offer becoming unconditional (other than the condition
   regarding completion of the DLC transaction); and

..  approval by the NYSE of the listing of either the trust shares of beneficial
   interest or the P&O Princess special voting share, subject in either case
   only to official notice of issuance.

Our obligation to complete the DLC transaction is subject to the satisfaction
or waiver of the following additional conditions:

..  the representations and warranties of P&O Princess set forth in the Offer
   and Implementation Agreement, as qualified by applicable materiality
   thresholds, being true and correct as of the date of the Offer and
   Implementation Agreement and as of the closing date;

..  P&O Princess having performed in all material respects its obligations under
   the Offer and Implementation Agreement;

..  P&O Princess having obtained all third party consents or approvals necessary
   to complete the DLC transaction, other than those that would not have a
   material adverse effect;

..  P&O Princess having issued the P&O Princess special voting share and the P&O
   Princess special voting share having been deposited in the P&O Princess
   Special Voting Trust;

..  each of the documents required to implement the DLC structure having been
   executed and delivered in the form agreed; and

..  the Joint Venture Agreement between P&O Princess and Royal Caribbean Cruises
   having been terminated.

The obligation of P&O Princess to complete the DLC transaction is subject to
the satisfaction or waiver of the following additional conditions:

..  our representations and warranties in the Offer and Implementation
   Agreement, as qualified by applicable materiality thresholds, being true and
   correct as of the date of the Offer and Implementation Agreement and as of
   the date of completion;

..  our performance in all material respects of our obligations under the Offer
   and Implementation Agreement;

..  our having obtained all third party consents or approvals necessary to
   complete the DLC transaction, other than those that would not have a
   material adverse effect;

..  our having issued the Carnival special voting share to the Carnival Special
   Voting Entity; and

..  each of the documents required to implement the DLC structure having been
   executed and delivered in the form agreed.

Other Key Provisions of the Offer and Implementation Agreement

Conduct of business

Each of P&O Princess and Carnival have undertaken customary covenants that
place restrictions on it and its subsidiaries until the completion of the DLC
transaction. In general, the P&O Princess group and the Carnival group are
required to conduct their respective businesses in the usual, regular and
ordinary course and to use their reasonable best efforts to preserve materially
intact their business organizations and present lines of business, to maintain
commercially reasonable insurance, to maintain their material rights and
franchises and preserve their existing material relationships with third
parties. P&O Princess and Carnival may, nevertheless, undertake the following
actions: internal reorganizations that are not reasonably likely to have a
material adverse effect on the company undertaking such reorganization; the
purchase, sale or charter of any vessels or amendment to or termination of
existing shipbuild contracts; making other acquisitions or investments for
consideration,

                                      106



when offset against any divestments, not to exceed $500 million in the
aggregate; and making any divestments the net proceeds of which do not exceed
$500 million.

P&O Princess and Carnival have also agreed to various specific restrictions
that are substantially reciprocal relating to the conduct of their respective
businesses. These restrictions relate to, among other things, amendments to
governing documents, issuances of shares, changes in capitalization, payment of
dividends, incurrence of indebtedness and the entering into of non-competition
agreements.

The parties have also agreed to adjust the equalization ratio in the manner
provided in the Equalization and Governance Agreement for all actions occurring
prior to the effective time of the DLC transaction that would require an
automatic adjustment if such agreement were in force during such period, except
that there will be no adjustments for regular dividends declared prior to the
effective time.

Information and cooperation

The Offer and Implementation Agreement contains mutual covenants relating to
cooperation and consultation with respect to necessary filings with
governmental entities, access to information of the other party and public
announcements with respect to the transactions contemplated by the Offer and
Implementation Agreement.

Shareholder meetings

The Offer and Implementation Agreement contains mutual covenants relating to
the preparation of this proxy statement/prospectus and the other prospectus and
circular relating to the DLC transaction and the holding of the P&O Princess
extraordinary general meeting and the Carnival special meeting as soon as
possible to obtain shareholder approval of the transactions contemplated by the
Offer and Implementation Agreement.

Corporate governance

Following the DLC transaction, the board of directors of each of P&O Princess
and Carnival will consist of 13 directors. The proposed directors of Carnival
and P&O Princess following implementation of the DLC structure are listed under
"Directors and Executive Officers of the Combined Group".

Declaration and payment of dividends

P&O Princess and Carnival have agreed that, until the DLC transaction is
completed, each company will only pay regular quarterly dividends. The parties
have agreed to coordinate declaration of dividends so that neither company's
shareholders will receive two dividends, or fail to receive one dividend, in
respect of the quarter in which the DLC transaction is completed.

Representations and warranties

The Offer and Implementation Agreement contains substantially reciprocal
representations and warranties of P&O Princess and Carnival relating to their
respective businesses that are customary in business combination transactions.
Certain representations and warranties are qualified by a material adverse
effect standard, which for purposes of the Offer and Implementation Agreement,
means a material adverse effect on:

..   the financial condition, results of operations, assets or business of the
    relevant party and its subsidiaries;

..   the ability of the relevant party to perform its obligations under the
    Offer and Implementation Agreement; or

                                      107



..   the completion of the DLC transaction or implementation of the transactions
    contemplated by the Offer and Implementation Agreement.

With the exception of the representation regarding corporate authority and
approval of the transactions contemplated by the Offer and Implementation
Agreement, the representations in the Offer and Implementation Agreement do not
survive termination of the Offer and Implementation Agreement or the completion
of the DLC transaction.

Directors' indemnification

P&O Princess has agreed to indemnify the directors of Carnival in relation to
any personal liability arising from information provided (or which should have
been provided) by P&O Princess in connection with certain public documents to
be published by Carnival relating to the DLC proposal. Similarly, Carnival has
agreed to indemnify P&O Princess directors on a similar basis in connection
with certain public documents to be published by P&O Princess relating to the
DLC proposal.

Partial Share Offer

The Offer and Implementation Agreement contains certain provisions agreed by
the parties relating to the making, terms and conduct of the Partial Share
Offer.

Termination of the Offer and Implementation Agreement

The Offer and Implementation Agreement may be terminated, and the DLC
transaction abandoned, before the DLC transaction is scheduled to be completed
if the P&O Princess board and Carnival board mutually agree to do so. In
addition, the Offer and Implementation Agreement may be terminated, and the DLC
transaction abandoned by action of either the P&O Princess board and Carnival
board, as applicable, if:

..  the DLC transaction is not completed by September 30, 2003;

..  any governmental authority of competent jurisdiction shall have issued a
   final, non-appealable order permanently restraining, enjoining or otherwise
   prohibiting the completion of the DLC transaction or materially adversely
   affecting the DLC transaction;

..  the shareholders of either party fail to approve the DLC transaction at the
   relevant shareholders' meeting called for the purpose of considering and
   voting upon the DLC transaction and other transactions necessary to complete
   the DLC transaction;

..  the board of directors of the other party, at any time prior to the
   shareholders' meetings, withdraws or adversely modifies its approval or
   recommendation of the DLC transaction or shall have resolved to take such
   action, or shall have failed to reconfirm such approval or recommendation at
   the request of the other party;

..  the board of directors of the other party has recommended a superior
   acquisition proposal to its shareholders; or

..  the other party materially breaches any representation, warranty, covenant
   or agreement contained in the Offer and Implementation Agreement that causes
   the failure of certain conditions to closing and such breach cannot be or
   has not been cured prior to termination.

Neither party may terminate the Offer and Implementation Agreement, if that
party has breached in any material respect its obligations under the Offer and
Implementation Agreement and such breach contributed to the failure of the DLC
transaction to be completed.

                                      108



If the Offer and Implementation Agreement is terminated, it will become void
and there will be no liability on the part of P&O Princess or Carnival, except
that:

..  termination will not relieve a breaching party from liability for any breach
   of the Offer and Implementation Agreement; and

..  termination will not relieve a terminating party from its obligation to pay,
   if applicable, the break fee to the other party as described below.

P&O Princess will be obligated to pay Carnival a break fee of $49.4 million,
representing 1% of P&O Princess' market capitalization at the close of business
on January 7, 2003, if the Offer and Implementation Agreement is terminated:

..  by either P&O Princess or Carnival as a result of P&O Princess failing to
   obtain shareholder approval of the DLC transaction and, at the time of such
   failure, an acquisition proposal existed with respect to P&O Princess; or

..  by Carnival due to:

    -- the P&O Princess board withdrawing or adversely modifying, or resolving
       to withdraw or adversely modify, its approval or recommendation of the
       DLC transaction or failing to reconfirm such approval or recommendation;

    -- the P&O Princess board recommending a superior acquisition proposal to
       its shareholders; or

    -- P&O Princess having breached the no solicitation provisions described
       below,

and, a third party acquisition proposal with respect to P&O Princess is
completed within 18 months of the date of the Offer and Implementation
Agreement.

Carnival will be obligated to pay P&O Princess a break fee of $49.4 million,
representing 1% of P&O Princess' market capitalization at the close of business
on January 7, 2003 if the Offer and Implementation Agreement is terminated:

..  by either Carnival or P&O Princess as a result of Carnival failing to obtain
   shareholder approval of the DLC transaction and at the time of such failure,
   an acquisition proposal existed with respect to Carnival; or

..  by P&O Princess due to:

    -- the Carnival board withdrawing or adversely modifying, or resolving to
       withdraw or adversely modify, its approval or recommendation of the
       Offer and Implementation Agreement and the DLC transaction, or failing
       to reconfirm such approval or recommendation;

    -- the Carnival board recommending a superior acquisition proposal to its
       shareholders; or

    -- Carnival having breached the no solicitation covenants described below,

and a third-party acquisition proposal with respect to Carnival is completed
within 18 months of the date of the Offer and Implementation Agreement

No Solicitation

P&O Princess and Carnival have also agreed that they and their respective
subsidiaries will not, and they will use their reasonable best efforts to cause
their respective representatives and subsidiaries' representatives not to,
directly or indirectly, initiate, solicit, encourage or otherwise facilitate
any inquiries or any proposal or offer relating to a merger, acquisition or
other business combination transaction involving the acquisition of 15% or more
of the assets or equity securities of P&O Princess or Carnival. P&O Princess
and Carnival have also agreed not to have any discussions with or provide any
confidential information to any person relating to an acquisition proposal or
otherwise facilitate any

                                      109



effort or attempt to make an acquisition proposal, except as described below.
If a bona fide unsolicited written acquisition proposal is made to P&O Princess
or Carnival, that party can negotiate and furnish information in connection
with such proposal and recommend such proposal to its shareholders if (i) its
board of directors determines in good faith after consultation with outside
legal counsel that such action is required by its fiduciary duties, and (ii)
the proposal is on terms which the board of directors determines, after
consultation with its financial advisers and after giving the other party 10
business days to respond to such proposal, is more favorable from a financial
point of view to its shareholders than the DLC transaction, is reasonably
likely to be completed, and which relates to at least a majority of the assets
or voting power of the applicable company. P&O Princess and Carnival have
agreed that they will immediately advise each other following the receipt of
any acquisition proposal.

Mandatory Exchange

In certain limited circumstances following implementation of the DLC structure,
P&O Princess shares may be subject to a mandatory exchange for Carnival shares
at the then prevailing equalization ratio. Upon a mandatory exchange, P&O
Princess shareholders would no longer hold their investment in the Combined
Group in the form of P&O Princess shares listed on the LSE, but would instead
hold their investment in the form of Carnival shares listed on the NYSE. A
mandatory exchange would occur if there is a change in applicable tax laws,
rules or regulations or their application or interpretation, and, based on a
legal opinion and after using commercially reasonable efforts to explore
available alternatives, and the P&O Princess board shall have reasonably
determined that:

..  the change is reasonably likely to have a material adverse effect on the
   Combined Group being considered as a single enterprise;

..  it is reasonably likely that the material adverse effect would be eliminated
   or substantially reduced by a mandatory exchange; and

..  the material adverse effect could not be substantially eliminated by any
   commercially reasonable alternative to a mandatory exchange,

and the mandatory exchange is approved by two-thirds of the shareholders of P&O
Princess and Carnival voting on a joint electorate action.

A mandatory exchange would also occur if:

..  there is a change in the applicable non-tax laws, rules or regulations or
   their application or interpretation, as a result of which the P&O Princess
   board has reasonably determined and having received a legal opinion, that it
   is reasonably likely that all or a substantial portion of the documents
   required to implement the DLC structure are unlawful, illegal or
   unenforceable; or

..  a court or other governmental entity has issued a ruling, judgement, decree
   or order, which has been appealed to the extent the P&O Princess board deems
   reasonably appropriate, holding that all or a substantial portion of the DLC
   documents are unlawful, illegal or unenforceable,

and the P&O Princess board, based on a legal opinion and after using
commercially reasonable efforts to explore the available alternatives to the
mandatory exchange, has reasonably determined that:

..  the legal basis for the illegality or unenforceability would be eliminated
   by a mandatory exchange;

..  the illegality or unenforceability could not be eliminated by amendments to
   the documents required to implement the DLC structure that would not
   materially and adversely affect the rights of the shareholders of P&O
   Princess and Carnival, taken together or in relation to each other;

..  the change in law or the ruling, judgment, decree or order is reasonably
   likely to be enforced in a way that will have a material adverse effect on
   the Combined Group; and

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..  the P&O Princess board decides to effect a mandatory exchange.

Carnival will execute the Carnival Corporation Deed for the benefit of P&O
Princess shareholders in respect of its obligations to effect a mandatory
exchange under the P&O Princess articles on the basis described above. The
Carnival Corporation Deed will automatically terminate in the following
circumstances:

..  termination of the Equalization and Governance Agreement;

..  completion of a mandatory exchange;

..  a resolution is passed for the liquidation of the whole or substantially the
   whole of P&O Princess; or

..  the mandatory exchange provisions in the P&O Princess articles are properly
   deleted.

Governing Law of the Offer and Implementation Agreement

The Offer and Implementation Agreement will be governed by New York law.

The Equalization and Governance Agreement

General Principles

The Equalization and Governance Agreement, which will be the contractual
relationship between Carnival and P&O Princess that governs the treatment of
the two companies as if they were a single economic enterprise following
implementation of the DLC structure, embodies the following DLC principles:

..  Carnival and P&O Princess will operate as if they were a single economic
   enterprise, through identical boards of directors and a single senior
   executive management;

..  the directors of Carnival and P&O Princess will be entitled to have regard
   to the interests of both groups of shareholders and both companies of the
   Combined Group;

..  the capital of the Combined Group will be deployed and managed in the most
   effective way for the benefit of the shareholders of the Combined Group;

..  voting on matters to be considered by the Combined Group's shareholders will
   be undertaken in accordance with the P&O Princess articles, the Carnival
   articles and by-laws and the SVE Special Voting Deed; and

..  no person will be permitted to obtain control over Carnival or P&O Princess
   without making a comparable takeover offer for the other company. Subject to
   compliance with these provisions, a person, together with any concert party,
   may (a) acquire, or acquire voting rights over, 30% or more of the combined
   votes which could be cast on a joint electorate action; or (b) if such
   person already holds not less than 30%, but not more than 50%, of the
   combined votes which could be cast as a joint electorate action, acquire
   voting rights over any shares which increase the percentage of votes which
   such person(s) could cast on a joint electorate action.

The Equalization and Governance Agreement will be entered into by Carnival and
P&O Princess at closing of the DLC transaction and will be the primary
agreement governing the ongoing relationship of Carnival and P&O Princess as
dual listed companies operating as if they were a single economic enterprise in
the Combined Group.

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Restrictions on Buy-Backs and Share Issuances

During the first two years after the date of the Equalization and Governance
Agreement neither company will be able to:

..  purchase any P&O Princess shares (except those P&O Princess shares acquired
   by Carnival pursuant to the Partial Share Offer); nor

..  issue any shares (or other shares carrying voting rights or securities
   convertible into shares carrying voting rights) to any member of the P&O
   Princess group and/or the Carnival group (other than as part of pre-emptive
   issue to all shareholders of either Carnival or P&O Princess or the issue of
   an equalization share).

The restrictions referred to above will apply from the second anniversary until
the fifth anniversary of the date of the Equalization and Governance Agreement
except that Carnival will be permitted to purchase up to 5% of the issued P&O
Princess shares (and other shares carrying voting rights) during each 12 month
period commencing after the second anniversary of the date of the Equalization
and Governance Agreement and each company shall be entitled to issue shares, up
to an aggregate of 5% of its outstanding or issued share capital (or other
shares carrying voting rights or securities convertible into shares carrying
voting rights) to any member of the P&O Princess group and/or the Carnival
group during each 12 month period commencing after the second anniversary of
the date of the Equalization and Governance Agreement. All such restrictions
lapse on the fifth anniversary of the date of the Equalization and Governance
Agreement.

Disenfranchisement

All P&O Princess shares acquired by any member of the Carnival group, whether
as a result of the Partial Share Offer or otherwise, will automatically lose
the right to attend or vote at any general meeting or class meeting of P&O
Princess, unless the Carnival group beneficially owns 90% or more of P&O
Princess shares, or to receive liquidation distributions.

Liquidation

Under the Equalization and Governance Agreement, the Carnival articles and the
P&O Princess articles, the provisions described below will apply on the
insolvency of either or both companies. These provisions are intended to ensure
that, as far as practicable, the shareholders of the Combined Group are treated
equitably in the event of insolvency of either or both companies and in
accordance with the equalization ratio.

One or both companies insolvent

If either or both of Carnival and/or P&O Princess goes into liquidation,
Carnival and P&O Princess will make and receive such payments or take such
other actions required to ensure that the holders of shares of each company
would, had each entity gone into liquidation on the same date, be entitled to
receive a distribution which is equivalent on a per share basis in accordance
with the equalization ratio then in effect, based on the prevailing U.S.
dollar/pound sterling exchange rate (or such other exchange rate agreed by the
P&O Princess board and Carnival board (or the liquidators of the relevant
companies)) and ignoring any tax on, or tax benefit of, any shareholder. To
establish the amount payable, each company will determine the amount of assets
(if any) it will have available for distribution on the date of liquidation (or
notional date of liquidation) to shareholders after payment of all its debts
and other financial obligations including any tax costs associated with such
payment and any payments due on any preference shares. To the extent one
company has greater net assets so that any liquidation distribution to its
shareholders would not be equivalent on a per share basis (in accordance with
the equalization ratio then in effect based on the applicable exchange rate,
but ignoring any tax on, or tax benefit of, a shareholder) to the amount that
could be paid by the other

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company, the first company will pay or make a balancing payment (or take other
balancing action described below) in such amount as will ensure that, after
payment of any tax liability in respect of the balancing payment or other
action by the companies, both companies make equivalent liquidation payments;
provided always that neither company need make a balancing payment if it would
result in no holders of Carnival shares or P&O Princess shares being entitled
to receive any distribution of property or cash whatsoever.

Balancing action

In giving effect to the principle regarding a liquidation of Carnival and/or
P&O Princess described above, Carnival and P&O Princess will take such action
as may be required to give effect to that principle, which may include:

..  making a payment (of cash or in specie) to the other company;

..  issuing shares (which may include the equalization share) to the other
   company or to holders of shares of the other company and making any
   distribution or return on such shares; or

..  taking any other action that Carnival and P&O Princess consider appropriate
   to give effect to that principle.

Any action other than a payment of cash by one company to the other shall
require the prior approval of the boards of both companies.

Combination

In any combination of Carnival and P&O Princess into a single, non-DLC
structure, the consideration to be received by the shareholders of the two
companies will be calculated by reference to the equalization ratio then in
effect.

Termination of the Equalization and Governance Agreement

The Equalization and Governance Agreement may be terminated:

..  if either Carnival or P&O Princess has become a wholly owned subsidiary of
   the other (including as a result of a mandatory exchange);

..  by mutual agreement of Carnival and P&O Princess and approved as a class
   rights action; or

..  after all liquidation obligations have been satisfied.

In any other circumstances of termination of the DLC structure, the Carnival
board and P&O Princess board will use their reasonable endeavours to agree to a
termination proposal to be put to their shareholders which those boards
consider to be equitable to both the holders of Carnival shares and the holders
of P&O Princess shares, at the equalization ratio then in effect and using a
currency exchange rate agreed by the parties (or, failing which, an exchange
rate determined by an independent accounting firm). If the Carnival board and
P&O Princess board cannot agree on the proposal to be put to their respective
shareholders then each board will appoint an independent accounting firm to
establish the value of its company as of the proposed date of termination. The
two accounting firms will use the same principles of valuation. If the
accounting firms fail to agree on each other's valuation for the other company,
then a third independent accounting firm shall be appointed to finally
determine the values of both companies. If the agreed/determined respective
values of each company on a per share basis (using the applicable exchange
rate) are not in a proportion that reflects the equalization ratio at the
proposed date of termination, then a balancing payment, or other equivalent
action agreed by the companies, will be made by one company to the other as
appropriate as will ensure that, after payment of any tax liability by either
company in respect of such balancing payment (or other action), such values are
in a proportion that reflects the equalization ratio.

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In the event of any conflict between the Equalization and Governance Agreement,
on the one hand, and either the P&O Princess memorandum and articles or the
Carnival articles of incorporation and by-laws, on the other hand, the parties
will use their best endeavours to ensure that any required amendment to the P&O
Princess memorandum and articles or the Carnival articles of incorporation and
by-laws, as is appropriate, is proposed at shareholder meetings of P&O Princess
and/or Carnival in order to conform the relevant governing document with the
provisions of the Equalization and Governance Agreement.

Governing Law of Equalization and Governance Agreement

The Equalization and Governance Agreement will be governed by the laws of the
Isle of Man.

Equalization Ratio

In order to effect the relative rights of Carnival shares and P&O Princess
shares, the Combined Group will be operated under the following DLC
equalization principles:

..  the equalization ratio will effectively govern the proportion in which
   distributions of income and capital are made to the holders of Carnival
   shares relative to the holders of P&O Princess shares (and vice versa) and
   the relative voting rights of the holders of Carnival shares and the holders
   of P&O Princess shares on joint electorate actions. Immediately after
   completion of the DLC transaction and the P&O Princess share reorganization,
   a holder of one Carnival share will effectively have the same right to
   distributions of income and capital and rights as to voting in relation to
   joint electorate actions as the holder of one P&O Princess share;

..  issuances of or transactions affecting the share capital of Carnival or P&O
   Princess will be implemented in a way which will not give rise to a
   materially different financial effect as between the interests of the
   holders of Carnival shares and the interests of the holders of P&O Princess
   shares. If any such issue or transaction involves any of the following:

    -- a rights issue of shares at less than market value;

    -- an offer of any securities, or a grant of any options, warrants or other
       rights to subscribe for, purchase or sell any securities, to
       shareholders by way of rights;

    -- non-cash distributions to shareholders and share repurchases involving
       an offer made to all or substantially all of the shareholders of a
       company to repurchase their shares at a premium to market value;

    -- a consolidation or subdivision of shares; or

    -- an issue of shares to shareholders for no consideration or solely by way
       of capitalization of profits or reserves,

then an automatic adjustment to the equalization ratio will occur as prescribed
in the Equalization and Governance Agreement, unless the Carnival board of
directors and P&O Princess board of directors, in their sole discretion,
undertake:

..  an offer or action which having regard to the then existing equalization
   ratio; the timing of the offer or action; and any other relevant
   circumstances, is in the reasonable opinion of the boards of Carnival and
   P&O Princess financially equivalent (but not necessarily identical) in
   respect of, on the one hand holders of Carnival shares, and on the other
   hand holders of P&O Princess shares, and does not materially disadvantage
   either company's shareholders, which we refer to as a "matching action"; or

..  an alternative to such automatic adjustment that has been approved as such
   by a class rights action.

Any adjustments to the equalization ratio will be communicated to shareholders
through a press release.

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The Carnival board and P&O Princess board will be under no obligation to
undertake any such matching action or to seek approval of an alternative as a
class rights action if any issue or transaction referred to above is not
covered by an automatic adjustment to the equalization ratio, then no automatic
adjustment to the equalization ratio will occur, but the Carnival board and P&O
Princess board shall have the right (in their sole discretion), but not the
obligation, to undertake a matching action, or to seek approval of an
adjustment to the equalization ratio as a class rights action.

No adjustment to the equalization ratio will be required in respect of:

..  scrip dividends or dividend reinvestments at market price;

..  issuances of P&O Princess shares or Carnival shares or securities
   convertible into, or exercisable or exchangeable for, such shares pursuant
   to employee share plans;

..  issuances of Carnival shares under Carnival's $600,000,000 2% Convertible
   Senior Debentures due 2021 and the $1,051,175,000 Liquid Yield Option
   Notes(TM) due 2021;

..  issuances of shares or securities convertible into, or exercisable or
   exchangeable for, such shares other than to all or substantially all
   shareholders of either company (including for acquisitions);

..  a buy-back or repurchase of any shares:

    -- in the market by means of an offer not open to all or substantially all
       shareholders of either company or in compliance with Rule 10b-18 under
       the Exchange Act;

    -- at or below market value;

    -- by either company pursuant to the provisions in such company's governing
       documents; or

    -- pro rata to the shareholders of the Combined Group at the same effective
       premium to the market price (taking into account the equalization ratio);

..  matching actions;

..  the issue of an equalization share by either company to the other; and

..  any purchase, cancellation or reduction of disenfranchized shares.

SVE Special Voting Deed

General Provisions

The SVE Special Voting Deed will be signed by Carnival, P&O Princess, the
Carnival Special Voting Entity (as holder of the Carnival special voting
share), the trustee of the P&O Princess Special Voting Trust (as holder of the
P&O Princess special voting share) and the legal and beneficial owner of the
Carnival Special Voting Entity. Among other things, the SVE Special Voting Deed
sets out the following:

Notification obligations. The obligations of Carnival and P&O Princess
respectively to notify the Carnival Special Voting Entity and the trustee of
the P&O Princess Special Voting Trust of the votes cast by holders of Carnival
shares and P&O Princess shares at shareholder meetings (in the case of joint
electorate actions) and whether or not any resolution in relation to a class
rights action was passed by the required majority of holders of Carnival shares
or P&O Princess shares;

Voting obligations. The obligations of the Carnival Special Voting Entity and
the trustee of the P&O Princess Special Voting Trust to attend meetings and to
vote its special voting share in accordance with the Carnival articles and
by-laws or the P&O Princess articles (as the case may be) and the SVE Special
Voting Deed;

Restrictions on transfer of special voting share. Restrictions on the ability
of the Carnival Special Voting Entity to transfer or encumber in any way the
Carnival special voting share or interests in or rights attaching to such share
unless approved by Carnival and P&O Princess and restrictions on the ability of
the trustee of the P&O Princess Special Voting Trust to transfer or encumber in
any way (other than the creation and distribution of the trust shares of
beneficial interest in the P&O Princess Special Voting Trust) the P&O Princess
Special Voting share or interests in or rights attaching to such share except
that the trustee may sell such share in accordance with the voting trust deed
if approved by Carnival and P&O Princess;

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Provision of information. The obligations of Carnival and P&O Princess to
provide the Carnival Special Voting Entity and the trustee of the P&O Princess
Special Voting Trust with such information as it reasonably requires (other
than information which is of a price-sensitive nature and not generally
available) for the purpose of exercising the powers and discretion vested in
it, and discharging its duties, under the SVE Special Voting Deed;

Confidentiality. The obligation of the Carnival Special Voting Entity and the
trustee of the P&O Princess Special Voting Trust to maintain the
confidentiality of information provided to it;

Remuneration of special voting entities. The remuneration, which shall be
agreed between the parties from time to time, and expenses payable to the
Carnival Special Voting Entity and the trustee of the P&O Princess Special
Voting Trust;

Exclusion of responsibilities. The Carnival Special Voting Entity and the
trustee of the P&O Princess Special Voting Trust will not be responsible:

..  in respect of actions taken by them on the opinion or advice of or on
   information obtained from any lawyer, valuer, banker, accountant, registrars
   or transfer agent of Carnival or P&O Princess or other expert;

..  in circumstances where they have acted upon or have implemented or given
   effect to any resolution purporting to have been passed as a resolution of
   shareholders; and

..  in respect of them having accepted or acted or relied upon notices given to
   them by Carnival or P&O Princess;

Indemnity. Subject to certain exceptions, such as fraud, negligence or willful
default, the Carnival Special Voting Entity and the trustee of the P&O Princess
Special Voting Trust (and their directors, officers, employees, and other
agents) will be indemnified against all liabilities or expenses incurred by
them in the execution of their respective obligations under the SVE Special
Voting Deed;

Restriction on activities. Prohibitions on the Carnival Special Voting Entity
and the trustee of the P&O Princess Special Voting Trust carrying out any
activities other than those necessary or expedient to perform their respective
obligations under the SVE Special Voting Deed or the Carnival articles and
by-laws and/or P&O Princess memorandum and articles; and

Directors. The requirement that the directors of the Carnival Special Voting
Entity be appointed by the owner of the Carnival Special Voting Entity but that
such directors cannot be employees or directors of the P&O Princess group or
the Carnival group.

Amendments to SVE Special Voting Deed

The SVE Special Voting Deed may be amended by all the parties to it agreeing in
writing. The Carnival Special Voting Entity, the trustee of the P&O Princess
Special Voting Trust and the owner of the Carnival Special Voting Entity are
generally required to concur with Carnival and P&O Princess in amending the SVE
Special Voting Deed in relation to:

..  formal or technical amendments which Carnival and P&O Princess certify do
   not materially prejudice the interests of shareholders;

..  amendments necessary to correct manifest errors or inconsistencies between
   the SVE Special Voting Deed and the Equalization and Governance Agreement;
   and

..  amendments approved by both groups of shareholders as a class rights action.

Termination of SVE Special Voting Deed

The SVE Special Voting Deed will terminate if the Equalization and Governance
Agreement is terminated or if a resolution to terminate the SVE Special Voting
Deed is approved by the shareholders of the Combined Group as a class rights
action. Upon termination of the SVE Special Voting Deed or if Carnival so
decides, the Carnival Special Voting Entity will transfer its special voting
share to a person notified to it in writing by the board. In addition, Carnival
can require the Carnival Special Voting Entity

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to transfer the special voting share to a new person (nominated by the Carnival
board) if it wants to replace the trustee company owning the shares in the
Carnival Special Voting Entity.

Governing Law of SVE Special Voting Deed

The SVE Special Voting Deed will be governed by the laws of the Isle of Man.

Deeds of Guarantee

At closing of the DLC transaction, Carnival and P&O Princess will each enter
into a Deed of Guarantee. The Deeds of Guarantee will be governed by the laws
of the Isle of Man.

Carnival Deed of Guarantee

Under the Offer and Implementation Agreement, we have agreed with P&O Princess
to execute the Carnival Deed of Guarantee at the completion of the DLC
transaction in respect of:

..  any contractual monetary obligations owed to creditors of P&O Princess
   incurred on or after completion;

..  any contractual monetary obligations of other persons, referred to as
   principal debtors, which are guaranteed by P&O Princess and are incurred on
   or after completion; and

..  any other obligation of any kind which may be agreed between the Carnival
   board and the P&O Princess board.

Pursuant to the Carnival Deed of Guarantee, we will guarantee the payment by
P&O Princess of such obligations and will undertake to pay on demand any
amounts due and in respect of such obligations if for any reason P&O Princess
does not make payment in respect of such obligations on their due date.

The obligations to be covered by the Carnival Deed of Guarantee exclude the
following obligations incurred by P&O Princess or by any principal debtor:

..  any non-monetary obligations;

..  obligations to the extent covered by the terms of any policy of insurance of
   which P&O Princess (or the principal debtor) has the benefit and which is in
   full force and effect;

..  any obligation explicitly guaranteed in writing by Carnival otherwise than
   under the Carnival Deed of Guarantee;

..  any obligation incurred under an arrangement which explicitly provides that
   the obligation is not to be guaranteed by Carnival;

..  obligations owed to Carnival or to any of its subsidiaries or subsidiary
   undertakings or to any subsidiary or subsidiary undertaking of P&O Princess;

..  obligations of P&O Princess under or in connection with any guarantee by P&O
   Princess of any obligation of Carnival or any subsidiary of Carnival;

..  obligations excluded from the scope of the Carnival Deed of Guarantee (see
   below); and

..  obligations of P&O Princess under a guarantee, or of any principal debtor
   guaranteed by that guarantee, to the extent that the guaranteed obligation
   is not a contractual monetary obligation or is of a type excluded as
   referred to above.

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Beneficiaries of the Carnival Deed of Guarantee may make demand upon Carnival
provided that any such beneficiary has first served a written demand on P&O
Princess and (to the extent, if any, that the terms of the relevant obligation
require such recourse) recourse first being had to any other person or security.

The Carnival Deed of Guarantee will automatically terminate if the Equalization
and Governance Agreement terminates or ceases to have effect or if the P&O
Princess Deed of Guarantee has terminated or ceased to have effect. We may also
terminate the Carnival Deed of Guarantee with the consent of P&O Princess (or
without their consent where P&O Princess is in liquidation) upon three months
notice. No termination of the Carnival Deed of Guarantee will be effective with
respect to any existing obligation subject to the guarantee (that is, an
obligation incurred before, or arising out of any credit or similar facility
available for use at, the time at which the termination becomes effective).

We may, with the agreement of P&O Princess, at any time exclude obligations of
a particular type, or a particular obligation or obligations, incurred after a
specified future time from the scope of the Carnival Deed of Guarantee. The
future time must, in the case of obligations of a particular type, be at least
three months after the date on which notice of the relevant exclusion is given
or, in the case of a particular obligation, at least five business days after
the date on which notice is given.

We may also amend the Carnival Deed of Guarantee, at any time and in any way,
with effect from the time of such amendment or such future time as it
determines. Any such amendment shall require the prior agreement of P&O
Princess, except where P&O Princess is in liquidation. No amendment will be
effective in respect of existing obligations, as referred to above.

We may agree in writing with P&O Princess at any time that any other obligation
of any kind, including existing indebtedness of Carnival or P&O Princess, be
treated as an obligation under the Carnival Deed of Guarantee.

Any notice to be given to creditors generally will be given by way of an
advertisement in one United Kingdom and one U.S. newspaper (usually the
Financial Times and The Wall Street Journal).

P&O Princess Deed of Guarantee

P&O Princess has agreed to execute a reciprocal guarantee for the benefit of
certain creditors of Carnival on parallel terms to those described above at
closing of the DLC transaction.

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                                  PROPOSAL 2

 APPROVAL OF AMENDMENTS TO CARNIVAL'S ARTICLES OF INCORPORATION AND BY-LAWS IN
                      CONNECTION WITH THE DLC TRANSACTION

Amendments to certain provisions of our existing articles of incorporation and
by-laws are necessary in order to harmonize the governing documents of Carnival
and P&O Princess. Upon completion of the DLC transaction, equivalent changes
will be made to the governing documents of P&O Princess. These proposed
amendments depart from our existing articles of incorporation and by-laws in
areas such as the election and removal of directors, calling of shareholders'
meetings, quorum and the vote required to approve certain matters.

Set forth below is a summary of the proposed changes to Carnival's articles of
incorporation and by-laws. This summary is not complete and we encourage you to
refer to the relevant portions of the proposed Third Amended and Restated
Articles of Incorporation of Carnival, which are attached to this proxy
statement/prospectus as Annex A-4, and the proposed Amended and Restated
By-laws of Carnival, which are attached to this proxy statement/prospectus as
Annex A-5, as well as the section of this proxy statement/prospectus called
"The DLC Transaction--Changes in Rights of Carnival Shareholders".

Capitalization

Our authorized capital stock consists of 1,000,000,000 shares, of which
960,000,000 are shares of common stock and 40,000,000 are shares of preferred
stock. As of March 11, 2003, there were 586,972,729 shares of common stock and
no shares of preferred stock outstanding.

In connection with the DLC transaction, we are increasing our authorized
capital stock from 1,000,000,000 shares, including 960,000,000 shares of common
stock, to 2,000,000,000 shares, including 1,959,999,998 shares of common stock.
You are being asked to vote separately on increasing the number of shares of
common stock that we have the authority to issue by 999,999,998 shares
(Proposal 3). Our new articles of incorporation will also authorize one special
voting share and one equalization share.

Voting Rights

In connection with the DLC transaction, special voting arrangements will be
implemented so that the shareholders of Carnival and P&O Princess will vote
together as a single decision-making body on all actions submitted to a
shareholder vote other than matters designated as class rights actions or
resolutions on procedural or technical matters. The relative voting rights of
the P&O Princess shares and Carnival shares will be determined by the
equalization ratio. Based on an equalization ratio of 1:1, each Carnival share
will have the same voting rights as one P&O Princess share on joint electorate
actions.

In the case of class rights actions, the company wishing to carry out the class
rights action would require the prior approval of shareholders of both
companies, each voting separately as a class. If shareholders of either company
do not approve the action, it will fail. No resolution to approve a class
rights action or joint electorate action shall be approved unless a parallel
P&O Princess shareholders' meeting is held to vote on any equivalent
resolution. See "The DLC Transaction--Changes in Rights of Carnival
Shareholders--Voting Rights".

Disenfranchisement

All of our shares acquired by any member of the P&O Princess group will
automatically lose the right to attend or vote at any general meeting or class
meeting of Carnival, unless the P&O Princess group beneficially owns 90% or
more of our shares, or to receive liquidation distributions.

Special Voting Share

In connection with the DLC transaction, Carnival's articles of incorporation
will be amended to authorize one special voting share. Upon completion of the
DLC transaction, Carnival will issue a

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special voting share to the Carnival Special Voting Entity. At all meetings at
which a joint electorate action or a class rights action will be considered,
the holder of the Carnival special voting share must be present. See "The DLC
Transaction--Changes in Rights of Carnival Shareholders--Special Voting Shares".

In connection with the DLC transaction, the articles of P&O Princess will also
be amended to authorize a special voting share. On completion of the DLC
transaction, the P&O Princess special voting share will be transferred to the
trustee of the P&O Princess Special Voting Trust. Trust shares of beneficial
interest in the P&O Princess Special Voting Trust will be transferred to
Carnival. Immediately following this transfer, Carnival will distribute the
trust shares of beneficial interest in the P&O Princess Special Voting Trust by
way of dividend to Carnival shareholders of record at the close of business on
April 17, 2003. Separate certificates will not be issued to represent these
trust shares of beneficial interest in the P&O Princess Special Voting Trust;
instead, the trust shares of beneficial interest will be paired with, and
evidenced by, certificates representing Carnival shares, as provided in the
pairing agreement. The provisions of the pairing agreement described under
"Special Voting Entities; Special Voting Shares--Pairing Agreement" will be
reflected in the Carnival articles.

Following completion of the DLC transaction, Carnival shares will trade in
units consisting of one Carnival share and one trust share of beneficial
interest in the P&O Princess Special Voting Trust.
Quorum Requirements

Following the DLC transaction, the presence in person or by proxy at any
meeting of Carnival shareholders holding at least one-third of the total votes
entitled to be cast will constitute a quorum for the transaction of business at
such meeting, except as otherwise required by applicable law or regulation, the
articles of incorporation or the by-laws. You are being asked to vote
separately on the reduction in the quorum requirement for shareholder meetings
(Proposal 5). The quorum requirements for any meeting where a joint electorate
action or a class rights action is to be considered are discussed in the
section of this proxy statement/prospectus called "The DLC Transaction--Changes
in Rights of Carnival Shareholders--Quorum Requirements".

Shareholder Action By Written Consent

Following completion of the DLC transaction, Carnival's by-laws will provide
that Carnival shareholders will not have the ability to act by written consent.
You are being asked to vote separately on the removal of the ability of
shareholders to act by written consent (Proposal 6).

Standard of Conduct for Directors

No change is proposed to be made to Carnival's articles of incorporation or
by-laws regarding the standard of conduct for directors, except that following
completion of the DLC transaction, the board of directors will be authorized to
operate and carry into effect the Equalization and Governance Agreement, the
SVE Special Voting Deed and the Carnival Deed of Guarantee and, subject to
applicable laws and regulations, nothing done by any director in good faith
pursuant to such authority and obligations will constitute a breach of the
fiduciary duties of such director to Carnival or its shareholders. In
particular, the directors will, in addition to their duties to Carnival, be
entitled to consider the interests of the Carnival shareholders and the P&O
Princess shareholders as if Carnival and P&O Princess were a single entity.
Following completion of the DLC transaction, the boards of directors of
Carnival and P&O Princess will be identical.

Meetings of the Board of Directors

Following completion of the DLC transaction, the board of directors of each of
Carnival and P&O Princess will be identical. At all meetings of each board of
directors, the presence in person or by

                                      120



proxy, of at least one-third of the total number of directors will constitute a
quorum for the transaction of business except as may be otherwise specifically
provided by applicable law, the articles of incorporation or by-laws. You are
being asked to vote separately on the reduction in the quorum requirement for
board meetings (Proposal 4). The act of a simple majority of the directors
present in person or by proxy at any meeting at which there is a quorum will
constitute a valid act of the board of directors, except as may be otherwise
specifically provided by applicable law or regulation, the articles of
incorporation or by-laws.

General Meetings of Shareholders

No change is proposed to be made to Carnival's by-laws regarding annual
meetings, except that following completion of the DLC transaction, written
notice of all meetings of shareholders must state the purpose of the meeting,
including whether a joint electorate or class rights action will be considered,
and the requirement that the annual meeting be held in March or April of each
year will be removed.

In addition, if Carnival proposes to undertake a joint electorate action or
class rights action, Carnival must immediately give notice to P&O Princess of
the nature of the joint electorate action or the class rights action it
proposes to take. Unless such action is proposed to be taken at the annual
meeting, the board of directors must convene a special meeting for the purpose
of considering a resolution to approve the joint electorate action or class
rights action. If Carnival receives notice from P&O Princess that P&O Princess
proposes to undertake a joint electorate action or a class rights action, the
Carnival board of directors must convene a meeting of Carnival shareholders as
close in time as practicable to the P&O Princess meeting and must propose an
equivalent resolution as that proposed at the P&O Princess meeting. Such
meeting will be held as close in time as practicable with the parallel
shareholder meeting convened by P&O Princess for purposes of considering such
joint electorate action or class rights action. Carnival must cooperate fully
with P&O Princess in preparing resolutions, explanatory memoranda or any other
information or material required in connection with the proposed joint
electorate action or class rights action. See "The DLC Transaction--Changes in
Rights of Carnival Shareholders--General Meetings of Shareholders".

Special Meetings of Shareholders

No change is proposed to be made to Carnival's articles of incorporation and
by-laws regarding special meetings, except to provide for the mechanics
relating to joint electorate and class rights actions. See "The DLC
Transaction--Changes in Rights of Carnival Shareholders--Special Meetings of
Shareholders".

Sources and Payment of Dividends

Following completion of the DLC transaction, Carnival expects to continue to
pay quarterly dividends and there will be no change in the entitlement of
quarterly dividends for shareholders of either company. Carnival shareholders
and P&O Princess Shareholders will have rights to income and capital
distributions from the combined group based on the equalization ratio. In order
for the companies to pay a dividend or make a distribution, the ratio of
dividends and distributions paid per share of Carnival common stock to
dividends and distributions paid per P&O Princess ordinary share must equal the
equalization ratio, taking account the applicable currency exchange rate. See
"The DLC Transaction--Changes in Rights of Carnival Shareholders--Sources and
Payments of Dividends".

Pre-emptive Rights

No change is proposed to be made to Carnival's articles of incorporation
regarding pre-emptive rights, except that pursuant to the Equalization and
Governance agreement, neither Carnival nor P&O Princess may issue any shares
carrying voting rights to the other or its subsidiaries (except on a
pre-emptive basis) during the first two years following the date of the
Equalization and Governance

                                      121



Agreement. Thereafter, until the fifth anniversary of the date of the
Equalization and Governance Agreement, neither Carnival nor P&O Princess may
issue more than 5% of its shares to the other or its subsidiaries (unless such
issuance is made on a pre-emptive basis) in any 12 month period.

Amendment of Governing Instruments

Following completion of the DLC transaction, any amendment to the provisions of
Carnival's amended articles of incorporation which entrench the DLC structure
will require approval as a class rights action. See "The DLC
Transaction--Changes in Rights of Carnival Shareholders--Amendment of Governing
Instruments".

Notwithstanding the foregoing, any amendment of the articles of incorporation
(1) to specify or change the location of the office or registered agent of
Carnival, or (2) to make, revoke or change the designation of a registered
agent, or to specify or change the registered agent, may be approved and
effected by the board of directors without the approval of the shareholders of
Carnival or the shareholders of P&O Princess.

Following completion of the DLC transaction, any amendment to or repeal of the
provisions of Carnival's by-laws which entrench the DLC structure will also
require approval as a class rights action. Any amendment to or repeal of any
by-law of Carnival other than any of the Carnival entrenched by-laws may be
approved and effected by the board of directors without the approval of the
shareholders of Carnival or the shareholders of P&O Princess. See "The DLC
Transaction--Changes in Rights of Carnival Shareholders--Amendment of Governing
Instruments".

Upon completion of a mandatory exchange, the articles of incorporation and the
by-laws will be automatically amended without any further action of Carnival or
the shareholders of Carnival to conform to the articles of incorporation and
by-laws of Carnival prior to the implementation of the DLC structure. See "The
DLC Transaction--Changes in Rights of Carnival Shareholders--Amendment of
Governing Instruments".

Stock Class Rights

No change is proposed to be made to Carnival's articles of incorporation
regarding stock class rights, except that the proposed articles of
incorporation provide that the holders of shares of Carnival common stock be
entitled, in accordance with the Equalization and Governance Agreement and to
the exclusion of the holders of shares of preferred stock, to receive such
dividends as from time to time may be declared by the board of directors,
except as otherwise provided by the resolution or resolutions providing for the
issue of any series of shares of preferred stock.

Rights of Inspection

Following completion of the DLC transaction, every Carnival shareholder will,
upon written demand stating the purpose thereof, have a right to inspect, in
person or by agent or attorney, during the usual hours of business, for a
purpose reasonably related to his interests as a shareholder, the share
register, books of account, and minutes of all proceedings, and make copies or
extracts therefrom.

Election of Directors

Following completion of the DLC transaction, resolutions relating to the
appointment, removal and re-election of directors will be considered as a joint
electorate action and voted upon by the shareholders of each company
effectively voting together as a single decision-making body. The number of
directors will be a minimum of three and a maximum of 25. No person may be
elected or appointed to serve on

                                      122



the Carnival board unless that person is also elected to be a member of the P&O
Princess board. Any director of Carnival who resigns from the Carnival board
must also resign from the P&O Princess board.

Removal of Directors

Following completion of the DLC transaction, subject to the provisions of
Panamanian law, directors may be removed with or without cause only by a
majority vote of a quorum of the shareholders.

Vacancies on the Board of Directors

Following completion of the DLC transaction, vacancies on the board of
directors will be filled by a majority of the directors then in office, even
though less than a quorum, provided that any such person is appointed to both
the Carnival board and the P&O Princess board at the same time. If only one
director remains in office, the director will have the power to fill all
vacancies. If there are no directors, the Secretary of Carnival may call a
meeting at the request of any two shareholders for the purpose of appointing
one or more directors.

Indemnification of Directors and Officers

Following completion of the DLC transaction:

Each person who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, by reason of the
fact that such person is or was a director or an officer of Carnival or P&O
Princess or is or was serving at the request of Carnival or P&O Princess as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless by Carnival against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by Panamanian law, and any other applicable law, as from time to
time in effect. Carnival will continue to have the power to purchase and
maintain insurance in respect of its indemnification obligations.

A member of the board of directors, or a member of any committee designated by
the board of directors, will, in the performance of his duties, be fully
protected in relying in good faith upon the records of Carnival or P&O Princess
and upon such information, opinions, reports or statements presented to
Carnival by any of Carnival's or P&O Princess' officers or employees, or
committees of the board of directors, or by any other person as to matters the
member reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on
behalf of Carnival. In discharging their duties, directors and officers, when
acting in good faith, may rely upon financial statements of Carnival or P&O
Princess represented to them to be correct by the chief financial officer or
the controller or other officer of Carnival or P&O Princess having charge of
its books or accounts, or stated in a written report by an independent public
or certified public account or firm of such accountants fairly to reflect the
financial condition of Carnival or P&O Princess.

Takeover Restrictions

Following completion of the DLC transaction, the articles of incorporation of
Carnival will contain provisions which would apply to any person, or group of
persons acting in concert, that acquires shares in the Combined Group which
would trigger a mandatory offer obligation as if the UK Takeover Code applied
to the Combined Group on a combined basis. See "The DLC Transaction--Changes in
Rights of Carnival Shareholders--Takeover Restrictions".

                                      123



Carnival's articles also contain restrictions that prevent any person(s) (other
than the Arison family and its permitted transferees) from acquiring more than
4.9% of the beneficial ownership of Carnival shares. While both the mandatory
offer protection and 4.9% ownership threshold remain in place, no third party
other than the Arison family and trusts for their benefit will be able to
acquire control of the Combined Group.

Liquidation

Following completion of the DLC transaction, in the event of a voluntary or
involuntary liquidation of Carnival, to the extent assets are available for
distribution, Carnival is to ensure that the holders of Carnival common stock
and P&O Princess ordinary shares will be entitled to a liquidation distribution
which is equivalent on a per share basis in accordance with the equalization
ratio then in effect and disregarding any tax consequences. See "The DLC
Transaction--Changes in Rights of Carnival Shareholders--Liquidation".

                                      124



                                  PROPOSAL 3

 APPROVAL OF AMENDMENT TO CARNIVAL'S ARTICLES OF INCORPORATION TO INCREASE THE
           NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE

Our authorized capital stock consists of 1,000,000,000 shares, of which
960,000,000 are shares of common stock and 40,000,000 are shares of preferred
stock. As of March 11, 2003, there were 586,972,729 shares of common stock and
no shares of preferred stock outstanding.

You are being asked to approve an amendment to our articles of incorporation to
increase the number of shares of common stock that we have the authority to
issue by 999,999,998 shares. The affirmative vote of the holders of a majority
of all outstanding shares of our common stock is required to approve this
amendment to our articles of incorporation. The increase in respect of the
special voting share and the equalization share are integral to the DLC
transaction and are covered by Proposal 2.

We propose to increase our authorized common stock in order to give us greater
flexibility to respond to our future business needs as they may arise including
capital raising, future capital requirements and acquisitions. Other than the
Partial Share Offer (for which we currently have a sufficient number of
authorized but unissued shares), we have no current commitments with respect to
the additional shares we are asking you to authorize, and we do not have at
this time any plans, commitments or understandings with respect to any
acquisitions.

Disadvantages may result from an increase in the number of authorized but
unissued shares of common stock. Our articles of incorporation do not provide
for preemptive rights. If the increase in authorized common stock is approved
by our shareholders, a significant number of additional shares would be
available for issuance without further action by our shareholders, unless such
action is required by law or NYSE listing requirements. The issuance of
additional shares of common stock could have a dilutive effect on the voting
power of existing shareholders and on earnings per share.

                                  PROPOSAL 4

  APPROVAL OF AMENDMENT TO CARNIVAL'S ARTICLES OF INCORPORATION TO REDUCE THE
                     QUORUM REQUIREMENT FOR BOARD MEETINGS

You are being asked to approve an amendment to our articles of incorporation to
add a provision to reduce the quorum requirement for meetings of the board of
directors from a majority, to one-third, of the total number of directors. The
affirmative vote of the holders of a majority of all outstanding shares of our
common stock is required to approve this amendment to our articles of
incorporation.

The change in the quorum requirement reflects a desire to have a consistent
quorum at board meetings of both our board and the P&O Princess board. Our
current quorum requirement is a majority of the directors and P&O Princess'
current quorum requirement is two directors, and the one-third threshold is a
compromise between the two. As a result of the reduced quorum requirement for
board meetings, a smaller number of directors may constitute a validly convened
meeting and may be able to take action at such meeting on behalf of all
directors. As this change is not technically necessary for the DLC transaction
and as the one-third threshold is in neither our current articles nor P&O
Princess' current articles, we are submitting this change for separate approval
by our shareholders.

                                      125



                                  PROPOSAL 5

 APPROVAL OF AMENDMENT TO CARNIVAL'S BY-LAWS TO REDUCE THE QUORUM REQUIREMENT
                           FOR SHAREHOLDER MEETINGS

You are being asked to approve an amendment to our by-laws to reduce the quorum
requirement for meetings of our shareholders from a majority, to one-third, of
the total number of shares entitled to be cast at such meeting. The affirmative
vote of the holders of a majority of all outstanding shares of our common stock
entitled to vote at the special meeting is required to approve this amendment
to our by-laws.

The change in the quorum requirement reflects a desire to have a consistent
quorum at our shareholder meetings and the shareholder meetings of P&O
Princess. Our current quorum requirement is a majority of the shares entitled
to vote and P&O Princess' current quorum requirement is only two shareholders,
and the one-third quorum requirement is a compromise between the two.

As a result of the reduced quorum requirement for shareholder meetings, a
smaller number of Carnival shareholders may constitute a validly convened
meeting and may be able to take action at such meeting on behalf of all
shareholders. You should be aware that in addition to the change in the quorum
from majority to one-third, aspects of Proposals 1 and 2 have an impact on the
practical effect of the quorum. Under the voting mechanisms designed to give
effect to the DLC transaction, the Carnival voting share (which will represent
the outcome of votes of the P&O Princess shareholders at parallel P&O Princess
shareholder meetings) must be present in order for there to be a quorum for
Carnival shareholder meetings at which joint electorate actions or class rights
actions are to be considered, and the number of votes cast at the parallel P&O
Princess shareholder meetings will count toward the votes and quorum at
Carnival shareholder meetings at which joint electorate actions are considered.
These are described in the section of the proxy/prospectus called "The DLC
Transaction -- Changes in Rights of Carnival Shareholders -- Quorum
Requirements". Thus, for example, even though a quorum may be present and
Carnival shareholders approve a class rights action, the action may nonetheless
be defeated if the matter is defeated at the parallel P&O Princess shareholder
meeting. Similarly, through the Carnival special voting share, P&O Princess
votes may count towards a Carnival quorum even though one-third of the Carnival
shares outstanding are not present at the meeting.

Based on current ownership levels, certain members of the Arison family,
including Micky Arison and trusts established for their benefit, would
beneficially own a sufficient number of shares to constitute a quorum at
shareholder meetings.

                                  PROPOSAL 6

     APPROVAL OF AMENDMENT TO CARNIVAL'S BY-LAWS TO REMOVE THE ABILITY OF
                    SHAREHOLDERS TO ACT BY WRITTEN CONSENT

You are being asked to approve an amendment to our by-laws to remove the
ability of shareholders to act by written consent. The affirmative vote of the
holders of a majority of all outstanding shares of our common stock entitled to
vote at the special meeting is required to approve this amendment to our
by-laws.

We propose to remove the ability of shareholders to act by written consent in
order to align our corporate governance procedures with those of P&O Princess.
Our current by-laws allow a majority of our shareholders to take action by
written consent, but under English law (the law that governs matters

                                      126



of corporate procedures for P&O Princess), any shareholder action by written
consent must be unanimous. Accordingly, in order to maintain parity with P&O
Princess, our choice was to either amend our by-laws to require that any action
by written consent be unanimous, in accordance with English law and the
articles of P&O Princess, or remove the ability altogether. Because the NYSE
discourages action by written consent, and unanimous written consent, we
believe, is impracticable for a public company, both we and P&O Princess have
elected to remove the ability of shareholders of either company to act by
written consent.

If this amendment to our by-laws is adopted, shareholders will only be able to
put matters to a vote of shareholders at the annual meeting. Removing the
ability of shareholders to act by written consent may also have the effect of
discouraging or delaying efforts to acquire control of our company by a
shareholder or group of shareholders without the consent of the board and may
make it more difficult for shareholders to coordinate action outside a duly
called shareholder meeting. If this amendment to our by-laws is not adopted,
Carnival and P&O Princess will consider whether additional mechanics are
necessary to ensure that the voting arrangements under the DLC structure can be
given effect in situations where Carnival shareholders act or seek to act by
written consent.


                                      127



      COMMON 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
586,972,729 shares of common stock outstanding as of March 11, 2003, (2) the
Chief Executive Officer and the four most highly compensated executive officers
of the Company, (3) each other director of Carnival and (4) all directors and
executive officers as a group.

Micky Arison, the Chairman of the Board and Chief Executive Officer of Carnival
other members of the Arison family and trusts for their benefit (collectively,
the "Principal Shareholders"), beneficially own shares representing
approximately 47% of the voting power of the common stock and have entered into
undertakings under which they will be required to vote such shares in favor of
the proposals at the special meeting. These undertakings are irrevocable except
in circumstances where the DLC transaction is withdrawn or lapses. The table
begins with ownership of the Principal Shareholders. See footnote (2) below for
a description of the group comprised of members of the Arison family and other
persons and entities affiliated with them.

The number of shares beneficially owned by each entity, person, director or
executive officer is determined under rules of the SEC, 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 has the right to acquire as of May 10, 2003 (60 days after
the record date of March 11, 2003) through the exercise of any stock option or
other right.

                          Beneficial Ownership Table



               Name and Address of Beneficial Owners                Amount and Nature of     Percent of
                  or Identity of Group/(1)/ Stock                   Beneficial Ownership       Common
               -------------------------------------                --------------------     ----------
                                                                                       
Micky Arison.......................................................     224,010,503/(2)(3)/     38.1%
Shari Arison.......................................................       7,353,908/(2)(4)/      1.3%
  c/o Israel Arison Foundation
  Marcaz Golda Center
  23 Shaul Hamelech Blvd.
  Tel Aviv, Israel 64367
James M. Dubin.....................................................     142,111,562/(2)(16)/    24.2%
  c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
  1285 Avenue of the Americas
  New York, New York 10019
MA 1994 B Shares, L.P..............................................     106,114,284/(2)(5)/     18.1%
MA 1994 B Shares, Inc..............................................     106,114,284/(2)(5)/     18.1%
MA 1997 Holdings, L.P..............................................       6,102,187/(2)(6)/      1.0%
MA 1997 Holdings, Inc..............................................       6,102,187/(2)(6)/      1.0%
JMD Delaware, Inc..................................................       6,102,187/(2)(6)/      1.0%
  as Trustee for the Micky Arison 1997 Holdings Trust
The Royal Bank of Scotland Trust Company (Jersey) Limited..........      46,145,830/(2)(7)/      7.9%
  as Trustee of the Ted Arison 1992 Irrevocable Trust for Lin No. 2
  P.O. Box 298, St. Helier
  Jersey, Channel Islands
Cititrust (Jersey) Limited.........................................      76,787,525/(2)(7)/     13.1%
  as Trustee for the Ted Arison 1994 Irrevocable Trust For
  Shari No. 1
  P.O. Box 728, 38 Esplanade, St. Helier
  Jersey, Channel Islands JE4-8ZT


                                      128





               Name and Address of Beneficial Owners                Amount and Nature of    Percent of
                  or Identity of Group/(1)/ Stock                   Beneficial Ownership      Common
               -------------------------------------                --------------------    ----------
                                                                                      
JMD Protector......................................................     122,933,355/(2)(7)/    20.9%
  c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP
  1285 Avenue of the Americas
  New York, New York 10019
JMD Delaware, Inc..................................................       2,124,560/(2)/         *
  as Trustee for the Continued Trust for Micky Arison
JMD Delaware, Inc..................................................       3,759,010/(2)/         *
  as Trustee for the Continued Trust for Shari Arison Dorsman
JMD Delaware, Inc..................................................       4,759,010/(2)/         *
  as Trustee for the Continued Trust for Michael Arison
JMD Delaware, Inc..................................................       1,432,440/(2)(8)/      *
  as Trustee for the Marilyn B. Arison Irrevocable Delaware Trust
JMD Delaware, Inc..................................................       1,000,000/(2)/         *
  as Trustee for the Michael Arison 1999 Irrevocable Delaware Trust
MBA I, L.L.C.......................................................       1,432,440/(2)(8)/      *
TAMMS Investment Company...........................................       3,653,168/(2)/         *
  Limited Partnership
TAMMS Management Corporation.......................................       3,653,168/(2)/         *
The Ted Arison Family Foundation USA, Inc..........................       2,250,000/(2)/         *
  3655 N.W. 87 Avenue
  Miami, Florida 33178
Robert H. Dickinson................................................         524,384/(9)/         *
Pier Luigi Foschi..................................................          50,000/(10)/        *
Howard S. Frank....................................................       1,073,606/(11)/        *
A. Kirk Lanterman..................................................         170,595/(12)/        *
  c/o Holland America Line
  300 Elliott Avenue West
  Seattle, Washington 98119
Maks L. Birnbach...................................................          33,600/(13)/        *
  c/o Fullcut Manufacturers, Inc.
  555 Fifth Avenue, 19th Floor,
 New York, New York 10128
Ambassador Richard G. Capen, Jr....................................          40,202/(14)/        *
  6077 San Elijo
 Rancho Santa Fe, California 92067
Arnold W. Donald...................................................           4,200/(15)/        *
  c/o Merisant Company
  1 North Brentwood Blvd., Ste. 510
  Clayton, MO 63105
Modesto A. Maidique................................................          22,400/(17)/        *
  Florida International University
  Office of the President
  University Park Campus
  107th Avenue and S.W. 8th Street
  Miami, Florida 33199
Stuart Subotnick...................................................          62,400/(18)/        *
  c/o Metromedia Company
  810 7th Avenue, 29th Floor
 New York, New York 10019


                                      129





           Name and Address of Beneficial Owners             Amount and Nature of  Percent of
              or Identity of Group/(1)/ Stock                Beneficial Ownership    Common
           -------------------------------------             --------------------  ----------
                                                                             
Sherwood M. Weiser..........................................          14,400/(19)/      *
  c/o The Continental Companies, LLC
  3250 Mary Street
  Coconut Grove, Florida 33133
Meshulam Zonis..............................................         631,470/(20)/      *
 1 Island Place, 3801 NE 207th Street
  Tower 1, Apartment 2802
  North Miami Beach, Florida 32180
Uzi Zucker..................................................          62,400/(21)/      *
  c/o Bear, Stearns & Co. Inc.
  383 Madison Avenue
 New York, New York 10179
All directors and executive officers as a group (22 persons)     234,661,927/(22)/    39.8%

--------
*  Less than one percent.
(1)The address of each natural person named, unless otherwise noted, is 3655
   N.W. 87 Avenue, Miami, Florida 33178-2428. The address of all other
   entities, unless otherwise noted, is 1201 North Market Street, Wilmington,
   Delaware 19899.
(2)Micky Arison, Shari Arison and the other Arison family entities named that
   own shares of common stock have filed a joint statement on Schedule 13D with
   respect to the shares of common stock held by such persons. TAMMS Investment
   Company Limited Partnership ("TAMMS") owns 3,653,168 shares of common stock.
   TAMMS' general partner is TAMMS Management Corporation ("TAMMS Corp."),
   which is wholly-owned by MBA I, L.L.C. ("MBA I") and Marilyn B. Arison.
   TAMMS' limited partners are various trusts established for the benefit of
   certain members of Micky Arison's family, including Shari Arison and Marilyn
   Arison (the "Family Trusts"). By virtue of the limited partnership agreement
   of TAMMS, TAMMS Corp. may also be deemed to beneficially own such 3,653,168
   shares of common stock. By virtue of its interest in TAMMS, JMD Delaware,
   Inc. as trustee of certain of the Family Trusts, may be deemed to
   beneficially own the portion of the 3,653,168 shares of common stock held by
   TAMMS which corresponds to its 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 his position as President of TAMMS Corp., Micky Arison may
   be deemed to beneficially own the 3,653,168 shares of common stock owned by
   TAMMS; however, Micky Arison disclaims beneficial ownership of all such
   shares which are beneficially owned by TAMMS. Accordingly, Micky Arison has
   not reported beneficial ownership of any of the shares owned by TAMMS.
(3)Includes (i) 408,000 shares of common stock issuable to Micky Arison upon
   his exercise of stock options granted to him in May 1995, January 1998,
   1999, 2000 and 2001, and October 2001, (ii) 6,102,187 shares of common stock
   held by the MA 1997 Holdings, L.P., (iii) 106,114,284 shares of common stock
   held by the MA 1994 B Shares, L.P., (iv) 93,847,639 shares of common stock
   held by the Ted Arison 1992 Irrevocable Trust for Lin No. 2, Ted Arison 1994
   Irrevocable Trust For Shari No. 1 and the Michael Arison 1999 Irrevocable
   Delaware Trust by virtue of the authority granted to Micky Arison under the
   last will of Ted Arison, and (v) 17,538,393 shares of common stock held by
   The 1997 Irrevocable Trust for Micky Arison, all of which may be deemed to
   be beneficially owned by Micky Arison.
(4)Under the terms governing the Shari Arison Irrevocable Guernsey Trust, Shari
   Arison has the sole right to vote and direct the sale of the 4,000,000
   shares of common stock held directly by such trust and the 1,102,708 shares
   of common stock held by TAMMS which corresponds to such trust's respective
   ownership interest in TAMMS. Includes 2,250,000 shares owned by The Ted
   Arison Family Foundation USA, Inc. (the "Foundation"). Because Shari Arison
   is Chairman and President of the Foundation, she may be deemed to
   beneficially own the common stock held by the Foundation. Also includes
   1,200 shares of common stock owned by Shari Arison's children. Shari Arison
   disclaims beneficial ownership of the shares owned by the Foundation and her
   children.
(5)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 Micky Arison 1994 "B" Trust, a
   trust established for the benefit of Micky 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, Micky 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 Micky Arison's interest in the B Trust and the B
   Trust's interest in MA 1994, L.P., Micky 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.
(6)MA 1997 Holdings, L.P. ("MA 1997, L.P.") owns 6,102,187 shares of common
   stock. The general partner of MA 1997, L.P. is MA 1997 Holdings, Inc. ("MA
   1997, Inc."), which is wholly-owned by the Micky Arison 1997 Holdings Trust,
   a trust established for the benefit of Micky Arison and his heirs (the "MA
   1997 Trust"). The sole limited partner of MA 1997, L.P. is the MA 1997
   Trust. By virtue of the limited partnership agreement of MA 1997, L.P., MA
   1997, Inc. may be deemed to beneficially own all of such 6,102,187 shares of
   common stock. By virtue of the MA 1997 Trust's interest in MA 1997, L.P.,

                                      130



   the MA 1997 Trust may be deemed to beneficially own all such 6,102,187
   shares of common stock. Under the terms of the instrument governing the MA
   1997 Trust, Micky Arison has the sole right to vote the common stock
   indirectly held by the MA 1997 Trust. The trustee of the MA 1997 Trust is
   JMD Delaware, Inc., a corporation wholly-owned by James M. Dubin.
(7)JMD Protector, Inc., a Delaware corporation, is the protector of the Ted
   Arison 1994 Irrevocable Trust for Shari No. 1 and the Ted Arison 1992
   Irrevocable Trust for Lin No. 2 and has certain voting and dispositive
   rights with respect to the common stock held by such trusts.
(8)MBA I owns 400,000 shares of common stock and a limited partnership interest
   in TAMMS (See Note 2 above). MBA I may be deemed to own 1,032,440 shares of
   common stock held by TAMMS which corresponds to its respective partnership
   interest in TAMMS and TAMMS Corp. The Marilyn B. Arison Irrevocable Delaware
   Trust (the "Irrevocable Trust") owns a controlling interest in MBA I;
   therefore, the Irrevocable Trust may be deemed to beneficially own all such
   1,432,440 shares of common stock.
(9)Includes 278,400 shares of common stock issuable to Mr. Dickinson upon
   exercise of stock options granted to him in August 1997, 1998, 1999, 2000
   and 2001 and January and October 2001. Also includes 244,551 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.
(10)Includes 30,000 shares of common stock issuable to Mr. Foschi upon his
    exercise of stock options granted to him in January and October 2001.
(11)Includes (i) 740,000 shares of common stock issuable to Mr. Frank upon his
    exercise of stock options granted to him in May 1995, January 1998, 1999,
    2000 and 2001 and October 2001, (ii) 9,600 shares of common stock owned by
    Mr. Frank's wife as to which he disclaims beneficial ownership, and (iii)
    4,002 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.
(12)Includes 8,000 shares of common stock held by the Helen K. Lanterman Trust
    (Mr. Lanterman is trustee).
(13)Includes 8,500 shares of common stock owned by Trust Under Will of Norman
    Salit (Mr. Birnbach is trustee), and 1,000 shares of common stock owned by
    Fullcut Manufacturers, Inc. Employee Pension Fund (Mr. Birnbach is the
    trustee of such fund), as to which he disclaims beneficial ownership. Also
    includes 2,400 shares of common stock issuable to Mr. Birnbach upon his
    exercise of stock options granted to him in April and October 2001.
(14)Includes 22,400 shares of common stock issuable to Ambassador Capen upon
    his exercise of stock options granted to him in April 1999 and April and
    October 2001. Also includes 17,000 shares owned by the Capen Trust, of
    which Mr. Capen is co-trustee. Also includes 802 shares of common stock
    owned by Ambassador Capen's wife as to which he disclaims beneficial
    ownership.
(15)Includes 2,400 shares of common stock issuable to Mr. Donald upon his
    exercise of stock options granted to him in April and October 2001. Also
    includes 1,800 shares owned by The Arnold and Hazel Donald Charitable Trust
    (Mr. Donald is trustee).
(16)By virtue of being the sole shareholder of JMD Delaware, Inc. and JMD
    Protector, Inc., Mr. Dubin may be deemed to own the aggregate of
    142,110,562 shares of common stock beneficially owned by such entities, as
    to which he disclaims beneficial ownership.
(17)Includes 22,400 shares of common stock issuable to Dr. Maidique upon his
    exercise of stock options granted to him in April 1999 and 2001 and October
    2001.
(18)Includes 2,400 shares of common stock issuable to Mr. Subotnick upon his
    exercise of stock options granted to him in April and October 2001.
(19)Includes 2,400 shares of common stock issuable to Mr. Weiser upon his
    exercise of stock options granted to him in April and October 2001. Also
    includes 4,000 shares of common stock owned by Mr. Weiser's wife as to
    which he disclaims beneficial ownership.
(20)Includes 98,400 shares of common stock issuable to Mr. Zonis upon his
    exercise of stock options granted to him in January 1998, 1999 and 2000 and
    April and October 2001.
(21)Includes 2,400 shares of common stock issuable to Mr. Zucker upon his
    exercise of stock options granted to him in April and October 2001.
(22)Includes an aggregate of 2,024,694 shares of common stock issuable to
    directors and executive officers upon their exercise of previously granted
    stock options.

                                      131



                 INTERESTS OF CERTAIN PERSONS IN THE PROPOSALS

As of March 11, 2003, Carnival had no interest in P&O Princess shares. As of
March 11, 2003, A. Kirk Lanterman, a director and executive officer of
Carnival, beneficially owned 16 P&O Princess shares.

                                OTHER BUSINESS

Our board of directors is not aware of any other matters to be presented at the
meeting. If any other matters should properly come before the meeting, the
persons named in the enclosed proxy will vote the proxies in accordance with
their best judgment.

                                 LEGAL MATTERS

The validity of the Carnival shares will be passed upon for Carnival by Tapia
Linares y Alfaro. The validity of the P&O Princess special voting share will be
passed upon by Freshfields Bruckhaus Deringer. The validity of the trust shares
will be passed upon by Maples and Calder.

                                    EXPERTS

The consolidated financial statements of Carnival incorporated in this proxy
statement/prospectus by reference to Carnival's amended Annual Report on Form
10-K/A for the year ended November 30, 2002 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent certified
public accountants, given on the authority of said firm as experts in auditing
and accounting.

The consolidated financial statements of P&O Princess as of December 31, 2002
and 2001 and for each of the years in the three year period ended December 31,
2002 have been incorporated by reference herein in reliance upon the report of
KPMG Audit Plc, chartered accountants and registered auditor incorporated by
reference herein and upon the authority of said firm as experts in auditing and
accounting. The audit report covering the December 31, 2002 consolidated
financial statements refers to the adoption of FRS 19 Deferred Tax.

                                      132



                      WHERE YOU CAN FIND MORE INFORMATION

We and P&O Princess file annual, quarterly and current reports, proxy
statement/prospectus and other information with the SEC. You can read and copy
any materials we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. You can obtain information about
the operation of the SEC's public reference room by calling the SEC at 1-800-
SEC-0330. The SEC also maintains a web site that contains information we and
P&O Princess file electronically with the SEC, which you can access over the
Internet at www.sec.gov. Our electronic SEC filings are also available through
our website at www.carnivalcorp.com and P&O Princess' electronic SEC filings
are also available through its website at www.poprincess.com. Information
contained on the Carnival or P&O Princess website is not incorporated into this
proxy statement/prospectus and does not constitute a part of this proxy
statement/prospectus. You can also obtain information about us at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.

Statements contained in this proxy statement/prospectus, or in any document
incorporated by reference in this proxy statement/prospectus, regarding the
contents of any contract or other document are not necessarily complete and
each such statement is qualified in its entirety by reference to such contract
or other document filed as an exhibit with the SEC.

                      DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information we and P&O
Princess file with it, which means we can disclose important information to you
by referring you to those documents. The information we incorporate by
reference is an important part of this proxy statement/prospectus, and later
information we and P&O Princess file with the SEC will automatically update and
supersede the information in this proxy statement/prospectus. We incorporate by
reference into this proxy statement/prospectus the documents listed below, and
any future filings we make with the SEC (file number 1-9610) and any filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this proxy statement/prospectus and before the date of the
special meeting. The documents we incorporate by reference are:

..   our annual report on Form 10-K for the year ended November 30, 2002;

..   our amended annual report on Form 10-K/A for the year ended November 30,
    2002; and

..   our current reports on Form 8-K dated December 2, 2002, December 19, 2002
    and January 8, 2003.

We also incorporate by reference into this proxy statement/prospectus the
documents filed with the SEC by P&O Princess that are listed below, any future
filings P&O Princess makes with the SEC (file number 1-15136) and any filings
P&O Princess makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this proxy
statement/prospectus and before the special meeting. The documents filed by P&O
Princess that we incorporate by reference are:

..   P&O Princess' annual report on Form 20-F for the year ended December 31,
    2002.

We will provide without charge to each person, including any beneficial owner,
to whom a copy of this proxy statement/prospectus has been delivered, upon
written or oral request, a copy of any or all the documents we incorporate by
reference in this proxy statement/prospectus, other than any exhibit to

                                      133



any of those documents, unless we have specifically incorporated that exhibit
by reference into the information this proxy statement/prospectus incorporates.
You may request copies by writing or telephoning us or P&O Princess at the
following addresses:

Carnival Corporation
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Attention: The Corporate Secretary
Telephone: (305) 599-2600, Ext. 18018

P&O Princess Cruises plc
77 New Oxford Street
London WC1A 1PP, England.
Attention: Company Secretary
Telephone: +44 20 7805-1200.

You will not be charged for any of these documents that your request. In order
to ensure timely delivery of the documents, any request should be made by April
7, 2003.

In connection with the P&O Princess extraordinary general meeting to approve
the DLC transaction, P&O Princess is disseminating to its shareholders a
shareholder circular, which it has furnished to the SEC under cover of Form
6-K. The circular does not form a part of, and is not incorporated by reference
in, this proxy statement/prospectus.

This proxy statement/prospectus does not constitute the solicitation of a proxy
in any jurisdiction to or from any person to whom or from whom it is unlawful
to make such proxy solicitation in such jurisdiction. You should rely only on
the information we have provided or incorporated by reference in this proxy
statement/prospectus to vote your shares at the special meeting. We have not
authorized any person to provide information other than that provided in this
proxy statement/prospectus. We have not authorized anyone to provide you with
different information. This proxy statement/prospectus is dated March 17, 2003.
You should not assume that the information in this proxy statement/prospectus
is accurate as of any date other than that date or that any information
contained in any document we have has incorporated by reference is accurate as
of any date other than the date of the document incorporated by reference, and
the mailing of this proxy statement/prospectus to shareholders does not create
any implication to the contrary. Accordingly, we urge you to review each
document we and P&O Princess subsequently file with the SEC and we incorporate
by reference as we describe above for updated information.

           LIMITATIONS ON ENFORCEABILITY OF CIVIL LIABILITIES UNDER
                         U.S. FEDERAL SECURITIES LAWS

P&O Princess is a company organized under the laws of England and Wales with
headquarters in London, England. Most of P&O Princess' directors and many of
its officers and certain of the experts named in this document are residents of
the UK and not the U.S. In addition, a number of the directors of P&O Princess
after completion of the DLC transaction will be residents of the UK and not the
U.S. A large portion of the assets of P&O Princess and of such other persons
are located outside of the U.S. As a result, U.S. investors may find it
difficult in a lawsuit based on the civil liability provisions of the U.S
federal securities laws to:

..   effect service within the U.S. upon P&O Princess, the directors and
    officers of P&O Princess and certain experts located outside the U.S.;

..   enforce in U.S. courts or outside the U.S. judgments obtained against those
    persons in U.S. courts;

                                      134



..   enforce in U.S. courts judgments obtained against those persons in courts
    in jurisdictions outside the U.S.; and

..   enforce against those persons in the UK, whether in original actions or in
    actions for the enforcement of judgments of U.S. courts, civil liabilities
    predicated solely upon the U.S. federal securities laws.

Individual shareholders of an English company (including U.S. persons and
depositary shareholders) have the right under English law to bring lawsuits on
behalf of the company in which they are a shareholder, and on their own behalf
against the company, in certain limited circumstances. Except in limited
circumstances, English law does not permit class action lawsuits by
shareholders.

                                      135



                                                                      Annex A-1

                                                                 EXECUTION COPY

                      OFFER AND IMPLEMENTATION AGREEMENT

                                    Between

                             Carnival Corporation

                                      and

                           P&O Princess Cruises plc

                          Dated as of January 8, 2003



                               TABLE OF CONTENTS



                                                                                 Page
    -                                                                            ----
                                                                        
ARTICLE I    Definitions........................................................   2

ARTICLE II   Closing; Equalization Ratio........................................   8
2.1 Closing.....................................................................   8
2.2 Transactions to be Effected and Documents to be Exchanged...................   8
     2.2.1   Equalization and Governance Agreement..............................   8
     2.2.2   SVE Special Voting Deed............................................   8
     2.2.3   Carnival Amendments................................................   8
     2.2.4   P&O Princess Amendments............................................   8
     2.2.5   P&O Princess Special Share.........................................   8
     2.2.6   Issuance and Dividend of SVT Shares................................   8
     2.2.7   Carnival Special Share.............................................   8
     2.2.8   Mutual Directors...................................................   9
     2.2.9   Officers...........................................................   9
    2.2.10   Deeds of Guarantee.................................................   9
    2.2.11   Carnival Deed......................................................   9
    2.2.12   Pairing Agreement..................................................   9
    2.2.13   Other Documents....................................................   9
2.3 Equalization Ratio..........................................................   9

ARTICLE III  Representations and Warranties.....................................   9
3.1 Representations and Warranties of Carnival and P&O Princess.................   9
     3.1.1   Organization, Good Standing and Qualification......................   9
     3.1.2   Capital Structure..................................................  10
     3.1.3   Corporate Authority; Approval and Fairness.........................  11
     3.1.4   Governmental Filings; No Violations................................  12
     3.1.5   Reports; Financial Statements......................................  12
     3.1.6   Absence of Certain Changes.........................................  14
     3.1.7   Litigation and Liabilities.........................................  15
     3.1.8   Brokers and Finders................................................  15
     3.1.9   Ownership of Other Party's Common Stock............................  16
    3.1.10   Taxes..............................................................  16
    3.1.11   Carnival Common Stock to be Issued in the Offer....................  16

ARTICLE IV   Covenants..........................................................  16
4.1 Interim Operations..........................................................  16
     4.1.1   Ordinary Course....................................................  16
     4.1.2   Governing Documents; Share Capital; Dividends......................  17
     4.1.3   Issuance of Securities; Indebtedness; Acquisitions and Dispositions  17
     4.1.4   Employee Benefits..................................................  18
     4.1.5   Representations and Warranties.....................................  18
     4.1.6   Non-Competition Agreements.........................................  18
     4.1.7   Satisfaction of Closing Conditions.................................  18
     4.1.8   No Related Actions.................................................  18
4.2 Acquisition Proposals.......................................................  18
     4.2.1   No Shop............................................................  18
     4.2.2   Notifications......................................................  19
     4.2.3   Compliance with Exchange Act, Exchange Regulations and City Code...  19
4.3 Information Supplied........................................................  20
     4.3.1   Shareholder Documents..............................................  20
4.4 Shareholders Meetings.......................................................  20
4.5 Filings; Other Actions; Notification........................................  21






                                                                                Page
               -                                                                ----
                                                                       
                4.5.1   Filings................................................  21
                4.5.2   Mailing of Documents...................................  21
                4.5.3   Cooperation............................................  21
                4.5.4   Furnishing Information.................................  22
                4.5.5   Status.................................................  22
                4.5.6   Consultation; Participation............................  22
                4.5.7   Cooperation in Defense of Claim........................  22
         4.6   Access..........................................................  22
         4.7   Publicity.......................................................  23
         4.8   Benefits and Other Matters......................................  23
                4.8.1   Director and Officer Liability.........................  23
                4.8.2   Directors of Carnival and P&O Princess.................  24
                4.8.3   Executive Officers.....................................  24
         4.9   Expenses........................................................  24
        4.10   Other Actions by Carnival and P&O Princess......................  24
               4.10.1   Dividends..............................................  24
               4.10.2   Integration Planning...................................  24
        4.11   Carnival Offer to Exchange......................................  25
               4.11.1   Offer to Exchange......................................  25
               4.11.2   Modification of the Offer, Fractional Shares...........  25
               4.11.3   Expiration and Extension of the Offer Acceptance Period  25
               4.11.4   Acceptances by Carnival................................  25
               4.11.5   Schedule TO............................................  25
               4.11.6   P&O Princess Shareholder Information...................  26
               4.11.7   Schedule 14D-9.........................................  26
               4.11.8   Termination of the Offer...............................  26
               4.11.9   Adjustment of the Offer Exchange Ratio.................  26

ARTICLE V               Conditions to the Closing..............................  26
         5.1   Conditions to Each Party's Obligation to Effect the Closing.....  26
                5.1.1   Shareholder Approvals..................................  26
                5.1.2   Regulatory Consents....................................  27
                5.1.3   Laws and Orders........................................  27
                5.1.4   Carnival Amendments and P&O Princess Amendments........  27
                5.1.5   Approval of P&O Princess EGM Circular..................  27
                5.1.6   Offer..................................................  27
                5.1.7   Registration Statements................................  27
                5.1.8   European Commission....................................  27
                5.1.9   NYSE Listing...........................................  28
         5.2   Conditions to Obligations of P&O Princess to Effect the Closing.  28
                5.2.1   Representations and Warranties of Carnival.............  28
                5.2.2   Performance of Obligations of Carnival.................  28
                5.2.3   Consents Under Agreements..............................  28
                5.2.4   Carnival Special Share.................................  28
                5.2.5   Other DLC Documents....................................  28
         5.3   Conditions to Obligations of Carnival...........................  29
                5.3.1   Representations and Warranties of P&O Princess.........  29
                5.3.2   Performance of Obligations of P&O Princess.............  29
                5.3.3   Consents Under Agreements..............................  29
                5.3.4   P&O Princess Special Share.............................  29
                5.3.5   Other DLC Documents....................................  29
                5.3.6   Termination of Joint Venture Agreement.................  29


                                      ii





                                                                             Page
                       -                                                     ----
                                                                    
                  ARTICLE VI                Termination.....................  29
                   6.1 Termination by Mutual Consent........................  29
                   6.2 Termination by Either P&O Princess or Carnival.......  29
                   6.3 Termination by Carnival..............................  30
                   6.4 Termination by P&O Princess..........................  30
                   6.5 Effect of Termination and Abandonment................  30
                       6.5.1                Effect of Termination...........  30
                       6.5.2                Carnival Break Fee..............  31
                       6.5.3                P&O Princess Break Fee..........  31

                  ARTICLE VII               Miscellaneous and General.......  32
                   7.1 Survival.............................................  32
                   7.2 Modification or Amendment............................  32
                   7.3 Waiver of Conditions.................................  32
                   7.4 Failure or Indulgence Not Waiver; Remedies Cumulative  32
                   7.5 Counterparts.........................................  32
                   7.6 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL........  32
                       7.6.1                Governing Law And Venue.........  32
                       7.6.2                WAIVER OF JURY TRIAL............  33
                   7.7 Notices..............................................  33
                   7.8 Entire Agreement.....................................  34
                   7.9 Severability.........................................  35
                  7.10 Interpretation.......................................  35
                  7.11 Assignment...........................................  35
                  7.12 No Partnership.......................................  35



              
       EXHIBIT A Agreed form of Equalization and Governance Agreement
       EXHIBIT B Agreed form of SVE Special Voting Deed
       EXHIBIT C Agreed form of Carnival Amended Articles
       EXHIBIT D Agreed form of Carnival Amended By-Laws
       EXHIBIT E Agreed form of P&O Princess Amended Memorandum (omitted)
       EXHIBIT F Agreed form of P&O Princess Amended Articles (omitted)
       EXHIBIT G Agreed form of Carnival Deed of Guarantee
       EXHIBIT H Agreed form of P&O Princess Deed of Guarantee
       EXHIBIT I Agreed form of Carnival Deed
       EXHIBIT J Directors of Carnival and P&O Princess

       Annex 1   Offer Conditions



                                      iii



   OFFER AND IMPLEMENTATION AGREEMENT (hereinafter called this "Agreement"),
dated as of January 8, 2003, between Carnival Corporation, a corporation
organized under the laws of the Republic of Panama, having its principal place
of business at 3655 N.W. 87th Avenue, Miami, FL 33178-2428 ("Carnival"), and
P&O Princess Cruises plc, a public limited company incorporated in England and
Wales (Registered No. 4039524) having its registered office at 77 New Oxford
Street, London WC1A 1PP ("P&O Princess").

                                   RECITALS

   WHEREAS, on the terms and subject to the conditions provided herein Carnival
and P&O Princess (each, a "Party" and, together, the "Parties") intend to
establish a dual listed company structure for the purposes of conducting their
businesses together, treating their shareholders as if they owned an interest
in a combined enterprise and creating certain rights for the Carnival
Shareholders and the P&O Princess Shareholders in respect of their indirect
interests in the combined enterprise;

   WHEREAS, on the terms and subject to the conditions herein, Carnival also
wishes to offer to P&O Princess shareholders the opportunity to exchange their
P&O Princess Ordinary Shares for shares of Carnival Common Stock, pursuant to
the Offer;

   WHEREAS, the board of directors of each Party has determined that it is in
the best interest of their respective companies and shareholders to enter into
transactions (collectively, the "Transactions") contemplated by this Agreement,
including the Offer;

   WHEREAS, in furtherance of such determination, the board of directors of
each Party has approved this Agreement and the Transactions, including,

      (i)  the execution and delivery by each of Carnival and P&O Princess of
   an Equalization and Governance Agreement (the "Equalization and Governance
   Agreement") in the Agreed Form,

      (ii)  (a)  the issue by Carnival of one share of special voting stock
   (the "Carnival Special Share") to a newly organized special purpose entity
   wholly owned by an entity designated by P&O Princess and reasonably
   acceptable to Carnival that is not an Affiliate of P&O Princess or Carnival
   (such special purpose entity, the "Carnival SVC") and (b) the issue by P&O
   Princess of one special voting share (the "P&O Princess Special Share"), to
   Carnival, which shall immediately thereafter deposit (the "Deposit") the P&O
   Princess Special Share with a trust company to be designated by Carnival and
   reasonably acceptable to P&O Princess (the "P&O Princess Trustee"), in its
   capacity as trustee of the P&O Princess Special Voting Trust (the "P&O
   Princess SVT"), a trust to be formed under the P&O Princess Special Voting
   Trust Agreement, and in each case (a) and (b), subject to the terms of a
   voting agreement (the "SVE Special Voting Deed") in the Agreed Form,

      (iii)  (a)  the issue to Carnival by the P&O Princess Trustee, in respect
   of the Deposit, of one share of beneficial interest in the P&O Princess SVT
   (each, a "SVT Share") for each share of Carnival Common Stock outstanding on
   the Closing Date, (b) the execution and delivery of the Pairing Agreement
   (the "Pairing Agreement") between Carnival and the P&O Princess Trustee in
   the Agreed Form and (c) the distribution by Carnival as a dividend to the
   holders of the Carnival Common Stock of one SVT Share for each share of
   Carnival Common Stock;

      (iv)  the appointment or election of the same individuals as members of
   the board of directors of Carnival and P&O Princess, and

                                       1



                                       2


      (v)  the implementation of the corporate governance arrangements
   contained in the Agreed Form of the Carnival Amendments and the P&O Princess
   Amendments;

   WHEREAS, it is intended that this Agreement and the DLC Transactions will
not for any legal, tax or other purpose (i) alter the status of P&O Princess
and Carnival as separate independent entities, (ii) result in any of Carnival,
P&O Princess, their respective Subsidiaries, or their respective shareholders
being treated as creating an entity or otherwise entering into any partnership,
joint venture, association or agency relationship, or (iii) give either Party
(or its respective Subsidiaries or shareholders) any legal or beneficial
ownership interest in the assets or income of the other Party, and shall not be
construed as having such effect;

   WHEREAS, as an inducement to P&O Princess' willingness to enter into this
Agreement and the Transactions, the Carnival Major Stockholders each entered
into a separate deed poll (respectively the "Arison Deed Poll", the "JMD
Delaware, Inc. Deed Poll" and the "JMD Protector, Inc. Deed Poll") covering the
shares of Carnival Common Stock listed in Exhibit A to each deed poll
(collectively the "Stockholders Deed Polls"); and

   WHEREAS, Carnival and P&O Princess desire to make certain representations,
warranties, covenants and agreements in connection with this Agreement.

   NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
Parties agree as follows:

                                   ARTICLE I

                                  Definitions

   "Affiliate" of any specified Person shall have the meaning assigned to such
term in Rule 12b-2 promulgated under the Exchange Act.

   "Agreed Form" means, with respect to any DLC Document, the form of such DLC
Document agreed by the Parties on or prior to the Closing; provided, however,
that the Agreed Form of the Equalization and Governance Agreement, the Deeds of
Guarantee, the SVE Special Voting Deed, the Carnival Amended Articles, the
Carnival Amended By-Laws, the P&O Princess Amended Memorandum, the P&O Princess
Amended Articles and the Carnival Deed shall be the forms attached to this
Agreement, together with such changes thereto as the Parties may agree prior to
the Closing.

   "Business Day" means any day other than a Saturday, Sunday or day on which
banking institutions in The City of New York or London are authorized or
obligated by law or executive order to close in the United States or England
(or on which such banking institutions are open solely for trading in euros).

   "Carnival Announcement" means Carnival's press release with respect to a
"Pre-conditional Carnival DLC proposal with Partial Share Offer for P&O
Princess" dated 24 October 2002.

   "Carnival Common Stock" means the common stock, par value $0.01 per share,
of Carnival, excluding the Carnival Special Share.

   "Carnival Circular" means the proxy statement/prospectus to be sent to
Carnival shareholders in connection with the DLC Transaction and the Carnival
Shareholders Meeting, as amended or supplemented, containing (i) a notice
convening the Carnival Shareholders Meeting, (ii) information



                                       3

relating to the approval by Carnival shareholders of the Carnival Amendments,
(iii) the prospectus from the Second Joint Registration Statement, (iv) such
other information (if any) as may be required by the City Code, the Takeover
Panel, the SEC or the NYSE and (v) such other information as P&O Princess and
Carnival shall agree to include therein, and any supplements thereto and any
other circulars or documents issued to shareholders or employees of Carnival.

   "Carnival Deed" means the deed between Carnival and P&O Princess in the form
attached to this Agreement as Exhibit I.

   "Carnival Deed of Guarantee" means the guarantee whereby Carnival agrees to
guarantee certain obligations of P&O Princess for the benefit of certain future
creditors of P&O Princess, in the Agreed Form.

   "Carnival Group" means Carnival, its subsidiaries and its subsidiary
undertakings.

   "Carnival Major Stockholders" means Micky Arison, JMD Delaware, Inc. and JMD
Protector, Inc.

   "Carnival SVC Owner" means the legal and beneficial owner of all of the
shares in Carnival SVC, as mutually agreed by Carnival and P&O Princess.

   "City Code" means the United Kingdom City Code on Takeovers and Mergers.

   "Companies Act" means the Companies Act 1985 of the United Kingdom, as
amended.

   "Compensation and Benefit Plans" means, with respect to Carnival or P&O
Princess, any bonus, deferred compensation, pension, retirement,
profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock
purchase, restricted stock, stock option, employment, termination, severance,
compensation, medical, health or other plan, agreement, policy or arrangement
that covers employees, directors, former employees or former directors of it
and its Subsidiaries.

   "Deeds of Guarantee" means each of the P&O Princess Deed of Guarantee and
the Carnival Deed of Guarantee.

   "DLC Documents" means the Equalization and Governance Agreement, the SVE
Special Voting Deed, the Carnival Amended Articles, the Carnival Amended
By-Laws, the P&O Princess Amended Memorandum, the P&O Princess Amended
Articles, the Carnival SVC constituent documents, the P&O Princess SVT
constituent documents, the Deeds of Guarantee, the Carnival Deed, the Pairing
Agreement and any other document or instrument the parties agree is a DLC
Document.

   "DLC Transactions" means the Transactions other than those relating to the
Offer and other transactions incidental to the Offer.

   "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended;

   "Governmental Entity" means a court of competent jurisdiction or any
government or any governmental, regulatory, self-regulatory or administrative
authority, agency, commission, body or any other governmental entity and shall
include any relevant competition authorities, the Takeover Panel, the European
Commission, the London Stock Exchange, the UKLA, the U.S. Securities and
Exchange Commission and the NYSE.

   "IRC" means the United States Internal Revenue Code of 1986, as amended.



                                       4


   "Joint Registration Statement" means the joint registration statement on
Form S-4 and Form F-4 under the Securities Act relating to the Offer and the
deemed exchange of P&O Princess Ordinary Shares in connection with the DLC
Transaction, as amended or supplemented.

   "Joint Venture Agreement" means the Joint Venture Agreement among P&O
Princess, Royal Caribbean Cruises Ltd. and JOEX Limited, dated as of November
19, 2001.

   "Law" means any law, statute, ordinance, rule, regulation, judgment, order,
injunction, decree, arbitration award, agency requirement, franchise, license
or permit of any Governmental Entity, including the City Code.

   "Lien" shall mean any mortgage, pledge, lien, deed of trust, hypothecation,
claim, security interest, title defect, encumbrance, burden, tax lien (as used
in Section 6321 of the IRC or similarly by any state, local, or foreign tax
authority), charge, or other similar restriction, title retention agreement,
option, easement, covenant, encroachment or other adverse claim.

   "London Listing Rules" means the listing rules of the UKLA.

   "London Stock Exchange" means the London Stock Exchange plc.

   "Material Adverse Change" means, with respect to any Party, any change,
effect, event or occurrence which has had or could reasonably be expected to
have a Material Adverse Effect with respect to such Party other than any
changes, effects, events or occurrences attributable to any one or more of the
following: (i) any changes after the date of this Agreement in generally
accepted accounting principles or interpretations thereof that applies to such
Party, (ii) the announcement and performance of this Agreement and compliance
with the covenants and obligations set forth herein, and (iii) the economy or
financial markets relevant to such Party in general or in general to the
industries in which such Party operates and not having a materially
disproportionate effect relative to the other Party on, such Party.

   "Material Adverse Effect" means, with respect to any Party, a material
adverse effect on (i) the financial condition, results of operations, assets or
business of such Party and its Subsidiaries, taken as a whole, (ii) the ability
of such Party to perform without delay or restrictions its obligations under
this Agreement or the transactions contemplated on its part hereby or (iii) the
consummation or implementation of the Transactions.

   "NYSE" means the New York Stock Exchange, Inc.

   "Offer" means a partial offer to exchange up to 20% of the outstanding P&O
Princess Ordinary Shares (whether or not held in the form of P&O Princess ADSs)
as of the Effective Time for validly issued, fully paid and non-assessable
shares of Carnival Common Stock at the Offer Exchange Ratio as such offer may
be amended from time to time as permitted under this Agreement and by
applicable Law upon the terms and subject to the conditions set forth in this
Agreement.

   "Offer Documents" means the Schedule TO, the prospectus contained in the
Joint Registration Statement, the transmittal and acceptance documents, and any
other documents or information as may be required by the City Code, the
Takeover Panel, the UKLA, the NYSE, the SEC or London Stock Exchange in
connection with the Offer.

   "Offer Exchange Ratio" means 0.3004 shares of Carnival Common Stock for each
P&O Princess Ordinary Share.



                                       5


   "Person" means a natural person, a corporation, a limited liability company,
a general or limited partnership, a trust, an estate, a joint venture, any
Governmental Entity, or any other entity or organization.

   "P&O Princess ADSs" means the American Depositary Shares of P&O Princess,
each of which represents four P&O Princess Ordinary Shares, which are listed on
the NYSE.

   "P&O Princess Deed of Guarantee" means the guarantee whereby P&O Princess
agrees to guarantee certain obligations of Carnival for the benefit of certain
future creditors of Carnival, in the Agreed Form.

   "P&O Princess EGM Circular" means the circular to be sent to P&O Princess
shareholders in connection with the P&O Princess Shareholders Meeting to
approve the DLC Transactions containing (i) a notice convening the P&O Princess
Shareholders Meeting, (ii) such other information (if any) as may be required
by the City Code, the Takeover Panel, the UKLA, the SEC, the NYSE or the London
Stock Exchange, (iii) all information required by applicable Law relating to
the DLC Transactions and (iv) such other information as P&O Princess and
Carnival shall agree to include therein, and any supplements thereto and any
other circulars or documents issued to shareholders or employees of P&O
Princess.

   "P&O Princess Group" means P&O Princess, its subsidiaries and its subsidiary
undertakings.

   "P&O Princess Ordinary Shares" means the ordinary shares (including the
Ordinary Shares underlying P&O Princess' American Depositary Shares) of P&O
Princess, excluding the P&O Princess Special Share.

   "PGCL" means Law 32 of the Corporation Law of 1927 of the Republic of
Panama, as amended.

   "Registration Statements" means the Joint Registration Statement and the
Second Joint Registration Statement.

   "Schedule TO" means a Tender Offer Statement on Schedule TO promulgated
under the Exchange Act with respect to the Offer, as amended or supplemented,
which shall contain or incorporate by reference all or part of the Joint
Registration Statement.

   "Second Joint Registration Statement" means the joint registration statement
on Form S-4 and Form F-4 under the Securities Act relating to the deemed
exchange of shares of Carnival Common Stock in connection with the DLC
Transaction and the registration of the P&O Princess Special Voting Share, as
amended or supplemented.

   "Securities Act" means the United States Securities Act of 1933, as amended.

   "Shareholder Documents" means the P&O Princess EGM Circular, the Joint
Registration Statement and the Second Joint Registration Statement, including
the prospectuses constituting part of the Joint Registration Statement and the
Second Joint Registration Statement.

   "Significant Subsidiary" of any specified Person shall have the meaning
assigned to such term in Rule 1-02(w) of the Regulation S-X promulgated under
the Exchange Act.

   "Subsidiary" means, with respect to a Party, any entity, whether
incorporated or unincorporated, in which such Party owns, directly or
indirectly, a majority of the securities or other ownership interests having by
their terms ordinary voting power to elect a majority of the directors or other
persons performing similar functions, or the management and policies of which
such Party otherwise has the power to direct.



                                       6


   "Takeover Panel" means the UK Panel on Takeovers and Mergers.

   "US GAAP" means United States generally accepted accounting principles.

   "UK GAAP" means United Kingdom generally accepted accounting principles.

   "UKLA" means the Financial Services Authority in its capacity as competent
authority for the purposes of Part VI of the UK Financial Services and Markets
Act 2000.

   "Wider Carnival Group" means Carnival and any of its subsidiary undertakings
or any associated undertaking or company of which 20 per cent. or more of the
voting capital is held by the Carnival Group or any partnership, joint venture,
firm or company in which any member of the Carnival Group may be interested.

   "Wider P&O Princess Group" means P&O Princess and any of its subsidiary
undertakings or any associated undertaking or company of which 20 per cent. or
more of the voting capital is held by the P&O Princess Group or any
partnership, joint venture, firm or company in which any member of the P&O
Princess Group may be interested.

   Each of the following terms is defined in the Section set forth opposite
such term:

                           SCHEDULE OF DEFINED TERMS



                    Defined Term                    Section
                    ------------                    -------
                                                 
                    Acquisition Proposal...........    4.2.1
                    Agreement...................... Recitals
                    Arison Deed Poll............... Recitals
                    Audit Date.....................  3.1.5.2
                    Bankruptcy and Equity Exception  3.1.3.1
                    Carnival....................... Recitals
                    Carnival Amended Articles......    2.2.3
                    Carnival Amended By-Laws.......    2.2.3
                    Carnival Amendments............    2.2.3
                    Carnival Audit Date............  3.1.5.1
                    Carnival Disclosure Letter.....      3.1
                    Carnival Officers..............  3.1.7.1
                    Carnival Preferred Stock.......  3.1.2.1
                    Carnival Reports...............  3.1.5.1
                    Carnival Required Consents.....  3.1.4.1
                    Carnival Requisite Vote........  3.1.3.1
                    Carnival Shareholders Meeting..      4.4
                    Carnival Special Share......... Recitals
                    Carnival SVC................... Recitals
                    Carnival Stock Plans...........  3.1.2.1
                    Carnival Termination Amount....    6.5.2
                    Closing........................      2.1
                    Closing Date...................      2.1
                    Confidentiality Agreement......      4.6
                    Contracts......................  3.1.4.2
                    Deposit........................ Recitals
                    Disclosure Letter..............      3.1
                    Effective Time.................      2.1




                                       7

                           SCHEDULE OF DEFINED TERMS



                 Defined Term                          Section
                 ------------                          -------
                                                    
                 Equalization and Governance Agreement Recitals
                 Equalization Ratio...................      2.3
                 Governmental Consents................    5.1.2
                 HSR Act..............................  3.1.4.1
                 Indemnitees..........................  4.8.1.2
                 Integration Committee................   4.10.2
                 JMD Delaware, Inc. Deed Poll......... Recitals
                 JMD Protector, Inc. Deed Poll........ Recitals
                 Mutual Directors.....................    4.8.2
                 Offer Conditions.....................   4.11.1
                 Order................................    5.1.3
                 Pairing Agreement.................... Recitals
                 Parties.............................. Recitals
                 Party................................ Recitals
                 Permits..............................  3.1.7.2
                 P&O Princess......................... Recitals
                 P&O Princess Amended Articles........    2.2.4
                 P&O Princess Amended Memorandum......    2.2.4
                 P&O Princess Amendments..............    2.2.4
                 P&O Princess Audit Date..............  3.1.5.2
                 P&O Princess Disclosure Letter.......      3.1
                 P&O Princess Officers................  3.1.7.1
                 P&O Princess Option Plans............  3.1.2.2
                 P&O Princess Reports.................  3.1.5.2
                 P&O Princess Required Consents.......  3.1.4.1
                 P&O Princess Requisite Vote..........  3.1.3.2
                 P&O Princess Shareholders Meeting....      4.4
                 P&O Princess Special Share........... Recitals
                 P&O Princess SVT..................... Recitals
                 P&O Princess Termination Amount......    6.5.3
                 P&O Princess Trustee................. Recitals
                 P&O Princess UK Reports..............  3.1.5.2
                 P&O Princess US Reports..............  3.1.5.2
                 Qualifying Acquisition Proposal......    4.2.1
                 Reports..............................  3.1.5.2
                 Representatives......................    4.2.1
                 Schedule 14D-9.......................   4.11.7
                 SEC..................................  3.1.5.1
                 Stockholders Deed Polls.............. Recitals
                 Superior Proposal....................    4.2.1
                 SVE Special Voting Deed.............. Recitals
                 SVT Share............................ Recitals
                 Tax..................................   3.1.10
                 Tax Return...........................   3.1.10
                 Termination Date.....................      6.2
                 Transactions......................... Recitals




                                       8


                                  ARTICLE II

                          Closing; Equalization Ratio

   2.1  Closing.

   The closing and completion (the "Closing") of the DLC Transactions shall
take place simultaneously (i) at the offices of Paul, Weiss, Rifkind, Wharton &
Garrison LLP, 1285 Avenue of the Americas, New York, New York, 10019 and at the
offices of Herbert Smith, Exchange Square, Primrose Street, London, EC2A 2HS,
not later than the third Business Day after the first day on which all of the
conditions set forth in Article V are satisfied or waived by the Party or
Parties entitled thereto in accordance with this Agreement (other than those
conditions that by their nature are to be satisfied at the Closing, but subject
to the satisfaction or waiver of such conditions) or (ii) at such other places
and time and/or on such other date as Carnival and P&O Princess may agree in
writing (the "Closing Date"). All transactions to be effected at the Closing
shall be effected simultaneously, and no transaction shall be complete or
effective until such time as all such transactions are complete and effective
(the "Effective Time").

   2.2  Transactions to be Effected and Documents to be Exchanged.  At or prior
to the Closing:

      2.2.1  Equalization and Governance Agreement.  Each of P&O Princess and
   Carnival shall execute and deliver to the other the Equalization and
   Governance Agreement in the Agreed Form;

      2.2.2  SVE Special Voting Deed.  Carnival, P&O Princess, Carnival SVC,
   the P&O Princess Trustee and the Carnival SVC Owner shall execute and
   deliver the SVE Special Voting Deed in the Agreed Form;

      2.2.3  Carnival Amendments.  The second amended and restated articles of
   incorporation of Carnival shall be amended and restated in the Agreed Form
   (the "Carnival Amended Articles") and shall be filed with the Companies
   Registry of the Republic of Panama in accordance with the provisions of the
   PGCL, and the amended and restated By-Laws of Carnival shall be amended and
   restated in the Agreed Form (the "Carnival Amended By-Laws" and,
   collectively with the Carnival Amended Articles, the "Carnival Amendments"),
   and shall become effective;

      2.2.4  P&O Princess Amendments.  An amendment to each of the memorandum
   and articles of association of P&O Princess, in the Agreed Form (such
   memorandum as so amended, the "P&O Princess Amended Memorandum", such
   articles, as so amended, the "P&O Princess Amended Articles" and,
   collectively with the P&O Princess Amended Memorandum, the "P&O Princess
   Amendments") shall become effective;

      2.2.5  P&O Princess Special Share.  P&O Princess shall issue and allot
   the P&O Princess Special Share to Carnival, which shall make the Deposit.
   P&O Princess shall register the P&O Princess Trustee as the holder of the
   P&O Princess Special Share and issue a share certificate or holding
   statement for the P&O Princess Special Share to the P&O Princess Trustee;

      2.2.6  Issuance and Dividend of SVT Shares.  The P&O Princess Trustee
   shall issue to Carnival, in respect of the Deposit, one SVT Share for each
   share of Carnival Common Stock outstanding as of the Closing Date, and
   Carnival shall distribute, as a dividend to holders of Carnival Common
   Stock, one SVT Share for each share of Carnival Common Stock;

      2.2.7  Carnival Special Share.  Carnival shall issue the Carnival Special
   Share to Carnival SVC, register Carnival SVC as the holder of the Carnival
   Special Share and issue a share certificate or a book statement for the
   Carnival Special Share to Carnival SVC;



                                       9


      2.2.8  Mutual Directors.  To the extent that they are not already
   effective, (i) the appointment or election of the Mutual Directors
   designated pursuant to Section 4.8.2 as directors of each of Carnival and
   P&O Princess, comprising the entire board of directors of each of Carnival
   and P&O Princess, shall become effective, and (ii) the resignation of each
   director of Carnival or P&O Princess who is not designated as a Mutual
   Director shall become effective;

      2.2.9  Officers.  The appointment or election of the individuals
   identified as officers pursuant to Section 4.8.3 as officers of each of
   Carnival and P&O Princess shall become effective;

      2.2.10  Deeds of Guarantee.  Each Party shall execute and deliver to the
   other the Deeds of Guarantee;

      2.2.11  Carnival Deed.  Carnival shall execute and deliver the Carnival
   Deed;

      2.2.12  Pairing Agreement.  Carnival and the P&O Princess Trustee shall
   execute and deliver the Pairing Agreement; and

      2.2.13  Other Documents.  Each Party shall deliver to the other such
   other documents, instruments and certificates as the other Party may
   reasonably request in connection with the Transactions and the Closing.

   2.3  Equalization Ratio.  Subject to adjustment as set forth below in this
Section 2.3, the Equalization Ratio to be set forth in the Equalization and
Governance Agreement shall, as of the Effective Time, be one P&O Princess
Ordinary Share to 0.3004 of a share of Carnival Common Stock, such that the
voting rights and the rights to distributions (of income and capital) of one
P&O Princess Ordinary Share shall be equivalent to the voting rights and the
rights to distributions of 0.3004 of a share of Carnival Common Stock.

If the Parties agree that the Equalization Ratio shall instead be 1:1, then
they shall make such subdivisions and/or combinations of Carnival Common Stock
and/or P&O Princess Ordinary Shares, or other such actions, as they mutually
agree are necessary to achieve that result. In either case, the Equalization
Ratio (i) shall be adjusted, in the manner provided in the Equalization and
Governance Agreement, for all actions occurring on or after the date hereof and
at or before the Effective Time that would require an automatic adjustment to
the Equalization Ratio pursuant to the terms of the Equalization and Governance
Agreement as if such agreement were effective during such period, and (ii)
subject to any such adjustment, shall be the Equalization Ratio as of the
Effective Time; provided, however, that the Equalization Ratio shall not be
adjusted for regular dividends declared prior to the Effective Time and
permitted pursuant to Section 4.1.2. Such Equalization Ratio, as so adjusted
from time to time, is referred to herein as the "Equalization Ratio".

                                  ARTICLE III

                        Representations and Warranties

   3.1  Representations and Warranties of Carnival and P&O Princess.  Except as
set forth in the corresponding sections or subsections of the disclosure
letter, dated the date hereof and signed by an authorized officer, delivered by
Carnival to P&O Princess or by P&O Princess to Carnival (each a "Disclosure
Letter" and the "Carnival Disclosure Letter" and the "P&O Princess Disclosure
Letter", respectively), as the case may be, Carnival (except for subparagraphs
3.1.2.2, 3.1.3.2, 3.1.5.2, 3.1.8(ii), and 3.1.9.2 below and references in
Section 3.1.1 below to documents made available by P&O Princess to Carnival)
hereby represents and warrants to P&O Princess, and P&O Princess (except for
subparagraphs 3.1.2.1, 3.1.3.1, 3.1.5.1, 3.1.8(i), and 3.1.9.1 below and
references in Section 3.1.1 below to documents made available by Carnival to
P&O Princess), hereby represents and warrants to Carnival, that:

      3.1.1  Organization, Good Standing and Qualification.  Each of it and its
   Significant Subsidiaries is a corporation or other organization duly
   organized, validly existing and in good



                                      10

   standing (with respect to jurisdictions that recognize the concept of good
   standing) under the laws of its respective jurisdiction of incorporation or
   organization and has all requisite corporate or similar power and authority,
   and has been duly authorized by all necessary approvals and orders, to own,
   operate and lease its properties and assets and to carry on its business as
   presently conducted and is duly qualified to do business and is in good
   standing in each jurisdiction where the ownership, operation or leasing of
   its assets or properties or conduct of its business requires such
   qualification, except for any such failures to be so organized, qualified or
   in good standing, or to have such power or authority, which, individually or
   in the aggregate, have not had and are not reasonably likely to have a
   Material Adverse Effect with respect to it. Carnival has made available to
   P&O Princess complete and correct copies of its articles of incorporation
   and by-laws, and P&O Princess has made available to Carnival complete and
   correct copies of its memorandum and articles of association, in all cases
   as amended to date. Such articles of incorporation and by-laws or memorandum
   and articles of association, as the case may be, as so made available are in
   full force and effect.

      3.1.2  Capital Structure.

          3.1.2.1  The authorized capital stock of Carnival consists of
       960,000,000 shares of Carnival Common Stock, of which 586,837,283 shares
       were issued and outstanding as of the close of business on January 3,
       2003, and 40,000,000 shares of Preferred Stock, par value $0.01 per
       share ("Carnival Preferred Stock") none of which is outstanding as of
       the date hereof. All of the outstanding shares of Carnival Common Stock
       have been duly authorized and validly issued and are paid and
       non-assessable.

       Carnival has no shares of Carnival Common Stock or Carnival Preferred
       Stock reserved for or otherwise subject to issuance, except that as of
       the close of business on January 3, 2003, there were no more than
       56,570,829 shares of Carnival Common Stock subject to issuance pursuant
       to the plans of Carnival identified in paragraph 3.1.2.1 of the Carnival
       Disclosure Letter as being the only Compensation and Benefit Plans or
       agreements pursuant to which Carnival Common Stock may be issued (the
       "Carnival Stock Plans"). Each of the outstanding shares of capital stock
       or other ownership interests of each of Carnival's Significant
       Subsidiaries is duly authorized, validly issued, fully paid and
       non-assessable and owned by Carnival or a direct or indirect wholly
       owned Subsidiary of Carnival, in each case free and clear of any Lien.
       Except as set forth above or as contemplated by this Agreement, there
       are no preemptive or other outstanding rights, options, warrants,
       conversion rights, stock appreciation rights, redemption rights,
       repurchase rights, agreements, arrangements, calls, commitments or
       rights of any kind which obligate Carnival or any of its Subsidiaries to
       issue or sell any shares of capital stock or other securities of
       Carnival or any of its Subsidiaries or any securities or obligations
       convertible or exchangeable into or exercisable for, or giving any
       Person a right to subscribe for or acquire from Carnival or any of its
       Subsidiaries, any securities of Carnival or any of its Subsidiaries, and
       no securities or obligations evidencing such rights are authorized,
       issued or outstanding. Except as described in the Carnival Disclosure
       Letter, Carnival does not have outstanding any bonds, debentures, notes
       or other obligations the holders of which have the right to vote (or
       which are convertible into or exercisable for securities having the
       right to vote) with the shareholders of Carnival on any matter.

          3.1.2.2  The authorized share capital of P&O Princess is $375 million
       divided into 750,000,000 P&O Princess Ordinary Shares. As of the close
       of business on January 7, 2003, the allotted and issued share capital of
       P&O Princess consisted of 693,596,865 P&O Princess Ordinary Shares. All
       of those P&O Princess Ordinary Shares have been duly authorized and
       validly issued and are fully paid or credited as fully paid. P&O
       Princess has no P&O Princess Ordinary Shares reserved for or otherwise
       subject to issuance, except that, as of the close of business on January
       7, 2003, there were no more than 10,000,000 P&O Princess Ordinary



                                      11

       Shares and no more than 2,000,000 P&O Princess ADSs subject to issuance
       pursuant to the plans of P&O Princess identified in subparagraph 3.1.2.2
       of the P&O Princess Disclosure Letter as being the only Compensation and
       Benefit Plans or agreements pursuant to which P&O Princess Ordinary
       Shares may be issued (the "P&O Princess Option Plans"). Each of the
       outstanding shares of capital stock or other ownership interests of each
       of P&O Princess' Significant Subsidiaries is duly authorized, validly
       issued, fully paid and non-assessable and owned by P&O Princess or a
       direct or indirect wholly owned Subsidiary of P&O Princess, in each case
       free and clear of any Lien. Except as set forth above or as contemplated
       by this Agreement, there are no preemptive or other outstanding rights,
       options, warrants, conversion rights, stock appreciation rights,
       redemption rights, repurchase rights, agreements, arrangements, calls,
       commitments or rights of any kind which obligate P&O Princess or any of
       its Subsidiaries to issue or to sell any shares of capital stock or
       other securities of P&O Princess or any of its Subsidiaries or any
       securities or obligations convertible or exchangeable into or
       exercisable for, or giving any Person a right to subscribe for or
       acquire from P&O Princess or any of its Subsidiaries, any securities of
       P&O Princess or any of its Subsidiaries, and no securities or
       obligations evidencing such rights are authorized, issued or
       outstanding. P&O Princess does not have outstanding any bonds,
       debentures, notes or other obligations the holders of which have the
       right to vote (or which are convertible into or exercisable for
       securities having the right to vote) with the shareholders of P&O
       Princess on any matter.

      3.1.3  Corporate Authority; Approval and Fairness.

          3.1.3.1  Carnival has all requisite corporate power and authority and
       has taken all corporate action necessary in order to authorize, execute,
       deliver and perform its obligations under this Agreement and to
       consummate the Transactions, subject only to the approval of the
       Transactions (including the Carnival Amendments by the vote of the
       holders of not less than 50% of the outstanding shares of Carnival
       Common Stock entitled to vote thereon (the "Carnival Requisite Vote").
       Assuming the due authorization, execution and delivery of this Agreement
       by each party thereto other than Carnival or any of its Subsidiaries,
       this Agreement constitutes, and at the Effective Time each DLC Document
       to which Carnival will be or is a party will constitute, a valid and
       binding agreement of Carnival enforceable against Carnival in accordance
       with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
       reorganization, moratorium and similar laws of general applicability
       relating to or affecting creditors' rights and to general equity
       principles (the "Bankruptcy and Equity Exception"). The Board of
       Directors of Carnival has approved this Agreement (including the
       Exhibits hereto) and the Transactions.

          3.1.3.2  P&O Princess has all requisite corporate power and authority
       and has taken all corporate action necessary in order to authorize,
       execute, deliver and perform its obligations under this Agreement and to
       consummate the Transactions, subject only to the approval of the
       Transactions (including the P&O Princess Amendments) by, on a show of
       hands, not less than 75% of the holders of the outstanding P&O Princess
       Ordinary Shares present in person or, on a poll, by the holders of not
       less than 75% of the votes attaching to the P&O Princess Ordinary Shares
       who vote in person or by proxy at the P&O Princess Shareholders Meeting
       at which a quorum is present and acting throughout (the "P&O Princess
       Requisite Vote"). Assuming the due authorization, execution and delivery
       of this Agreement by each party thereto other than P&O Princess or any
       of its Subsidiaries, this Agreement constitutes, and at the Effective
       Time each DLC Document to which P&O Princess will be or is a party will
       constitute, a valid and binding agreement of P&O Princess, enforceable
       against P&O Princess in accordance with its terms, subject to the
       Bankruptcy and Equity Exception. The Board of Directors of P&O Princess
       (A) has approved this Agreement (including the Exhibits hereto), and the
       Transactions and (B) has received the advice of its financial advisor,
       Schroder Salomon Smith Barney, to the effect that, as of the date of
       this Agreement, the terms of the DLC Transactions are fair and
       reasonable.



                                      12


      3.1.4  Governmental Filings; No Violations.

          3.1.4.1  Other than the filings, consents, notices, approvals,
       confirmations, declarations and/or decisions listed in Section 3.1.4.1
       of each Party's Disclosure Letter (all such filings, consents, notices,
       approvals, confirmations, declarations and/or decisions to be made,
       given or obtained by Carnival being the "Carnival Required Consents",
       and by P&O Princess being the "P&O Princess Required Consents") no
       filings, notices, approvals, confirmations, and/or declarations are
       required to be made by it or any of its Subsidiaries with, nor are any
       approvals, consents or other confirmations required to be obtained by it
       or any of its Subsidiaries from, any Governmental Entity, in connection
       with the execution and delivery by it of this Agreement and the
       consummation by it of the Transactions, except those the failure of
       which to make, give or obtain, individually or in the aggregate, is not
       reasonably likely to have a Material Adverse Effect with respect to it.

          3.1.4.2  The execution, delivery and performance of this Agreement by
       it does not, and the consummation by it of the Transactions will not,
       constitute or result in (A) a breach or violation of, or a default
       under, its articles of incorporation or by-laws, in the case of
       Carnival, or memorandum or articles of association, in the case of P&O
       Princess, or the comparable governing instruments of any of the
       Significant Subsidiaries of Carnival and P&O Princess, (B) subject to
       making, giving or obtaining all Carnival Required Consents or P&O
       Princess Required Consents, as applicable, and all other necessary
       third-party consents as set forth in Section 3.1.4.2 of its Disclosure
       Letter, a breach or violation of, or a default under, or the
       termination, amendment, cancellation or acceleration of any obligations
       or penalties or the creation of a Lien, charge, "put" or "call" right,
       right of purchase or other encumbrance on the assets of it or any of its
       Subsidiaries (with or without notice, lapse of time or both) pursuant to
       any agreement, lease, license, insurance contract, contract, note,
       mortgage, loan, indenture, arrangement (including, without limitation,
       any financing arrangement) or other obligation ("Contracts") binding
       upon it or any of its Subsidiaries or any Law or governmental or
       non-governmental permit or license to which it or any of its
       Subsidiaries is or any of its or their assets is subject or bound, (C)
       any change in the rights or obligations of either Party under any of its
       Contracts, or (D) any employee of it or its Subsidiaries being entitled
       to severance pay under, acceleration of the time of payment or vesting
       or triggering of any payment of compensation or benefits under,
       increasing the amount payable or triggering of any other obligation
       pursuant to, any of the Compensation and Benefit Plans involving in any
       such case an amount or value greater than $2.5 million for any
       individual or $10 million in the aggregate or any breach or violation
       of, or a default under, any of the Compensation and Benefit Plans,
       except, in the case of clause (B) or (C) above, for any breach,
       violation, default, termination, amendment, cancellation, acceleration,
       creation or change that, individually or in the aggregate, is not
       reasonably likely to have a Material Adverse Effect with respect to it.
       Neither Party nor any of its Subsidiaries is in violation of, or default
       under, or with the lapse of time or giving of notice or both would be in
       violation of, or default under, any provision of any agreement,
       instrument or arrangement pursuant to which it has borrowed money or
       otherwise incurred indebtedness where the resulting acceleration of all
       the borrowed money or indebtedness under all such agreements,
       instruments and arrangements would be greater than $100 million.

      3.1.5  Reports; Financial Statements.

          3.1.5.1  Carnival has made available to P&O Princess copies of (A)
       each registration statement, report, or other document prepared by it or
       its Subsidiaries and filed with the United States Securities and
       Exchange Commission (the "SEC") since November 30, 2001 (the "Carnival
       Audit Date"), including Carnival's Annual Report on Form 10-K for the
       year ended November 30, 2001 and Quarterly Reports on Form 10-Q for the
       quarters ended February 28, 2002, May 31, 2002 and August 31, 2002, each
       in the form (including exhibits,



                                      13

       annexes and any amendments thereto) filed with the SEC (collectively,
       including any such registration statement, report, or other document
       filed with the SEC subsequent to the date hereof, the "Carnival
       Reports") and (B) all circulars, reports and other documents distributed
       by Carnival to its shareholders since the Carnival Audit Date (it being
       understood that all documents filed with the SEC shall be deemed to have
       been made available for purposes of this Section 3.1.5.1). As of their
       respective dates, the Carnival Reports did not, and any Carnival Reports
       filed with the SEC subsequent to the date hereof will not, contain any
       untrue statement of a material fact or omit to state a material fact
       required to be stated therein or necessary to make the statements made
       therein, in the light of the circumstances under which they were made,
       not misleading. Each of the consolidated balance sheets included in or
       incorporated by reference into the Carnival Reports (including the
       related notes and schedules) fairly presents, or in the case of those
       filed with the SEC after the date hereof will fairly present, in all
       material respects, the consolidated financial position of Carnival and
       its Subsidiaries as of its date and each of the related consolidated
       statements of operations, shareholders' equity and cash flows included
       in or incorporated by reference into the Carnival Reports (including any
       related notes and schedules) fairly presents, or in the case of those
       filed with the SEC after the date hereof will fairly present, in all
       material respects, the consolidated results of operations, retained
       earnings and changes in cash flows, as the case may be, of Carnival and
       its consolidated Subsidiaries for the periods set forth therein
       (subject, in the case of unaudited statements, to notes and normal
       year-end audit adjustments that are not expected to be material in
       amount or effect), in each case in accordance with US GAAP consistently
       applied during the periods involved except as may be noted therein. All
       of the Carnival Reports, as of their respective dates (and as of the
       date of any amendment to the respective Carnival Report), complied, or
       in the case of those filed with the SEC after the date hereof will
       comply, as to form in all material respects with the applicable
       requirements of the Securities Act and the Exchange Act. Except as
       disclosed in the Carnival Reports filed prior to the date hereof,
       Carnival and its consolidated Subsidiaries have not incurred any
       liabilities that are of a nature that would be required to be disclosed
       on a balance sheet of Carnival and its consolidated Subsidiaries or the
       footnotes thereto prepared in conformity with US GAAP, other than (A)
       liabilities incurred in the ordinary course of business consistent with
       past practice, (B) liabilities incurred in accordance with Section 4.1,
       (C) liabilities for Taxes in respect of income, profits or gains earned
       in the ordinary course of business or (D) liabilities that, individually
       or in the aggregate, have not had and are not reasonably likely to have
       a Material Adverse Effect with respect to Carnival.

          3.1.5.2  P&O Princess has made available to Carnival copies of (A)
       each registration statement, report or other document prepared by it or
       its Subsidiaries and filed with, or furnished to, the SEC since December
       31, 2001 (the "P&O Princess Audit Date", with the P&O Princess Audit
       Date and the Carnival Audit Date each being referred to herein as the
       relevant Party's "Audit Date"), including P&O Princess' Annual Report on
       Form 20-F for the year ended December 31, 2001 and interim financial
       Reports on Form 6-K for the quarters ended March 31, 2002, June 30, 2002
       and September 30, 2002, each in the form (including exhibits, annexes
       and any amendments thereto) filed with, or furnished to, the SEC
       (collectively, including any such registration statement, report or
       other document filed with, or furnished to, the SEC subsequent to the
       date hereof, the "P&O Princess US Reports"); and (B) all circulars,
       reports and other documents distributed by P&O Princess to its
       shareholders since the P&O Princess Audit Date (it being understood that
       all documents filed with the SEC shall be deemed to have been made
       available for purposes of this Section 3.1.5.2). As of their respective
       dates, the P&O Princess US Reports did not, and any P&O Princess US
       Report filed with, or furnished to, the SEC subsequent to the date
       hereof will not, contain any untrue statement of a material fact or omit
       to state a material fact required to be stated therein or necessary to
       make the statements made therein, in the light of the circumstances
       under which



                                      14

       they were made, not misleading. All of the P&O Princess US Reports, as
       of their respective dates (and as of the date of any amendment to the
       respective P&O Princess US Reports), complied, or in the case of those
       filed with, or furnished to, the SEC after the date hereof will comply,
       as to form in all material respects with the applicable requirements of
       the Securities Act and the Exchange Act. All documents notified by P&O
       Princess to, or filed by P&O Princess with, the UKLA since the P&O
       Princess Audit Date, including any documents notified by P&O Princess
       to, or filed by P&O Princess with, the UKLA subsequent to the date
       hereof (the "P&O Princess UK Reports", collectively with the P&O
       Princess US Reports, the "P&O Princess Reports", with the Carnival
       Reports and the P&O Princess Reports each being referred to as the
       relevant Party's "Reports") complied, or in the case of those notified
       or filed by P&O Princess subsequent to the date hereof will comply, as
       to form, in all material respects with the applicable provisions, of the
       London Listing Rules and the Companies Act. As of their respective
       dates, the P&O Princess UK Reports did not, and any P&O Princess UK
       Report notified by P&O Princess to, or filed by P&O Princess with, the
       UKLA subsequent to the date hereof will not, contain any untrue
       statement of a material fact or omit to state a material fact required
       to be stated therein or necessary to make the statements made therein,
       in the light of the circumstances under which they were made, not
       misleading in any material respect. Each of the consolidated balance
       sheets included in or incorporated by reference into the P&O Princess
       Reports (including the related notes and schedules) fairly presents, or
       will fairly present, in all material respects, the consolidated
       financial position of P&O Princess and its Subsidiaries as of its date,
       and each of the related consolidated statements of profit and loss
       accounts, changes in shareholders' funds, total recognized gains and
       losses and cash flows included in or incorporated by reference into the
       P&O Princess Reports (including any related notes and schedules) fairly
       presents, or, in the case of those filed with or furnished to, the SEC
       after the date hereof, will fairly present, in all material respects,
       the consolidated results of operations, retained earnings and cash flows
       of P&O Princess and its consolidated Subsidiaries for the periods set
       forth therein (subject, in the case of unaudited statements, to notes
       and normal year-end audit adjustments that are not expected to be
       material in amount or effect), in each case in accordance with UK GAAP
       consistently applied during the periods involved except as may be noted
       therein. The related notes to the P&O Princess US Reports filed with the
       SEC reconciling such consolidated balance sheet, consolidated statement
       of income, statement of changes in shareholders' interest, and statement
       of cash flows comply in all material respects with the requirements of
       the SEC applicable to such reconciliation to US GAAP. Except as
       disclosed in the P&O Princess Reports filed prior to the date hereof,
       P&O Princess and its consolidated Subsidiaries have not incurred any
       liabilities that are of a nature that would be required to be disclosed
       on a balance sheet of P&O Princess and its consolidated Subsidiaries or
       the footnotes thereto prepared in conformity with UK GAAP, other than
       (A) liabilities incurred in the ordinary course of business consistent
       with past practice, (B) liabilities incurred in accordance with Section
       4.1, (C) liabilities for Taxes in respect of income, profits or gains
       earned in the ordinary course of business or (D) liabilities that,
       individually or in the aggregate, have not had and are not reasonably
       likely to have a Material Adverse Effect with respect to P&O Princess.

      3.1.6  Absence of Certain Changes.  Except as disclosed in its Reports
   filed or furnished prior to the date hereof, or as expressly contemplated by
   this Agreement, since its Audit Date it and its Significant Subsidiaries
   have conducted their respective businesses only in, and have not engaged in
   any material transaction ("material" being construed in the context of the
   Party and its Subsidiaries taken as a whole) other than according to, the
   ordinary and usual course of such businesses, and there has not been (i) any
   Material Adverse Change with respect to it; (ii) declaration, setting aside
   or payment of any dividend or other distribution in cash, stock or property
   in respect of its capital stock, except for dividends or other distributions
   on its capital stock publicly announced prior to the date hereof and except
   as expressly permitted hereby; (iii)



                                      15

   any split in its capital stock, combination, subdivision or reclassification
   of any of its capital stock or issuance or authorization of any issuance of
   any other securities in respect of, in lieu of or in substitution for shares
   of its capital stock, except as expressly contemplated hereby or (iv) any
   change by it in accounting principles, practices or methods except as
   required by changes in US GAAP or UK GAAP, as the case may be. Since its
   Audit Date, except as provided for herein or as disclosed in its Reports
   filed or furnished prior to the date hereof, there has not been any increase
   in the compensation payable or that could become payable by it or any of its
   Subsidiaries to officers or key employees, or any amendment of, or
   acceleration of the time of payment or vesting under, any of its
   Compensation and Benefit Plans or agreements, other than increases or
   amendments in the ordinary course of business consistent with past practice
   that are not, individually or aggregate, material ("material" being
   construed in the context of the Party and its Subsidiaries taken as a whole)
   or that are contemplated by this Agreement.

      3.1.7  Litigation and Liabilities.

          3.1.7.1  Except as disclosed in its Reports filed or furnished prior
       to the date hereof, there are no (i) civil, criminal or administrative
       actions, suits, claims, hearings, investigations or proceedings
       existing, pending or, to the knowledge of, in the case of Carnival, its
       Chief Executive Officer, Chief Financial Officer or General Counsel (the
       "Carnival Officers") and, in the case of P&O Princess, its Chief
       Executive Officer, Chief Financial Officer or General Counsel (the "P&O
       Princess Officers") threatened, against it or any of its Subsidiaries or
       (ii) obligations or liabilities, whether or not accrued, contingent or
       otherwise and whether or not required to be disclosed, or any other
       facts or circumstances of which, in the case of Carnival, the Carnival
       Officers, and, in the case of P&O Princess, the P&O Princess Officers,
       have knowledge that would reasonably be expected to result in any claims
       against, or obligations or liabilities of, it or any of its
       Subsidiaries, except, in each case, for those that, individually or in
       the aggregate, have not had and are not reasonably likely to have a
       Material Adverse Effect with respect to it.

          3.1.7.2  Except as disclosed in its Reports filed or furnished prior
       to the date hereof it and its Subsidiaries hold all permits, licenses,
       franchises, variances, exemptions, orders and approvals of Governmental
       Entities which are necessary for the operation of the businesses as now
       being conducted by it and its Subsidiaries, taken as a whole (as to each
       Party, its "Permits"), no suspension or cancellation of any of its
       Permits is pending or, to the knowledge of the Carnival Officers in the
       case of Carnival or the P&O Princess Officers in the case of P&O
       Princess, threatened and it and its Subsidiaries are in compliance with
       the terms of its Permits, except for any such failures to hold,
       suspensions or cancellations of, or failures to comply with, such
       Permits that, individually or in the aggregate, have not had and are not
       reasonably likely to have a Material Adverse Effect with respect to it.
       Neither it nor its Subsidiaries is in violation with respect to any Laws
       of any Governmental Entity, except for any such violations which,
       individually or in the aggregate, have not had and are not reasonably
       likely to have a Material Adverse Effect with respect to it.

      3.1.8  Brokers and Finders.  Neither it nor any of its Subsidiaries,
   officers, directors or employees has employed any broker or finder or
   incurred any liability for any brokerage fees, commissions or finders' fees
   in connection with the execution and delivery of this Agreement or the
   Transactions, except that (i) Carnival has retained Merrill Lynch
   International and UBS Warburg Ltd. as its financial advisors and disclosed
   its arrangements with such financial advisors to P&O Princess prior to the
   date hereof and (ii) P&O Princess has retained Schroder Salomon Smith Barney
   as its financial advisors and disclosed its arrangements with such financial
   advisor to Carnival prior to the date hereof.



                                      16


      3.1.9  Ownership of Other Party's Common Stock.

          3.1.9.1  Carnival and its Subsidiaries do not "beneficially own" (as
       such term is defined in Rule 13d-3 under the Exchange Act) any P&O
       Princess Ordinary Shares or P&O Princess American Depositary Shares.

          3.1.9.2  P&O Princess and its Subsidiaries do not "beneficially own"
       (as such term is defined in Rule 13d-3 under the Exchange Act) any
       shares of Carnival Common Stock or any debt of Carnival that is
       convertible into such shares.

      3.1.10  Taxes.  Except for any such matters that, individually or in the
   aggregate, have not had and are not reasonably likely to have a Material
   Adverse Effect with respect to it, it and each of its Subsidiaries (i) have
   prepared in good faith and duly and timely filed (taking into account any
   extension of time within which to file) all Tax Returns required to be filed
   by any of them and all such filed Tax Returns are complete and accurate in
   all material respects; (ii) have paid all Taxes that are required to have
   been paid including any Taxes which it or any of its Subsidiaries are
   obligated to withhold from amounts owing to any employee, creditor or third
   party, except with respect to matters contested in good faith; (iii) have
   not waived any statute of limitations with respect to Taxes or agreed to any
   extension of time with respect to a Tax assessment or deficiency and (iv)
   have no liability with respect to Taxes that accrued on or before November
   30, 2001 (in the case of Carnival) or December 31, 2001 (in the case of P&O
   Princess) in excess of the amounts accrued with respect thereto that are
   reflected in the financial statements included in the Reports filed or
   furnished on or prior to the date hereof. Except for any such matters that,
   individually or in the aggregate, have not had and are not reasonably likely
   to have a Material Adverse Effect with respect to it, there are no pending
   or, to the knowledge of the P&O Princess Officers or the Carnival Officers
   (as appropriate) threatened in writing, any audits, examinations,
   investigations or other proceedings in respect of Taxes and Tax matters or
   any unresolved questions or claims concerning its or any of its
   Subsidiaries' Tax liability.

   As used in this Agreement, (i) the term "Tax" (including, with correlative
   meaning, the terms "Taxes", and "Taxable") includes all national, federal,
   state, local and foreign income, profits, franchise, gross receipts,
   environmental, customs duty, capital stock, capital gains, severance, stamp,
   payroll, sales, employment, unemployment, disability, use, property,
   withholding, excise, production, value added, occupancy and other taxes,
   duties or assessments of any nature whatsoever whether levied in the United
   Kingdom, Panama, the United States or any other country, together with all
   interest, penalties and additions imposed with respect to such amounts and
   any interest in respect of such penalties and additions, and (ii) the term
   "Tax Return" includes all returns and reports (including elections,
   declarations, disclosures, schedules, estimates and information returns)
   required to be supplied to a Tax authority relating to Taxes.

      3.1.11  Carnival Common Stock to be Issued in the Offer.  All of the
   shares of Carnival Common Stock to be issued in the Offer in accordance with
   this Agreement will be, when so issued, duly authorized, validly issued,
   fully paid and non-assessable and free of preemptive rights.

                                  ARTICLE IV

                                   Covenants

   4.1  Interim Operations.  Each of Carnival and P&O Princess covenants and
agrees as to itself and its Subsidiaries that, after the date hereof and until
the Effective Time, except (i) as the other Party shall otherwise approve in
writing, (ii) as set forth in the corresponding section of the applicable
Disclosure Letter, (iii) as otherwise expressly contemplated by or provided in
this Agreement, or (iv) as required by applicable Law:

      4.1.1  Ordinary Course.  The businesses of it and its Subsidiaries (taken
   as a whole) shall be conducted in the usual, regular and ordinary course
   consistent with past practice and, to the



                                      17

   extent consistent therewith, it and each of its Significant Subsidiaries
   shall use its reasonable best efforts to preserve its business organization
   and present lines of business materially intact and maintain its
   commercially reasonable insurance (taking into account industry practice and
   market conditions) and material rights and franchises and preserve its
   existing material relations with third parties. Notwithstanding anything in
   this Agreement to the contrary, none of the following actions by any Party
   and/or its Subsidiaries after the date of this Agreement shall be prohibited
   by this Agreement: (i) any internal reorganizations and related actions
   pursuant thereto involving such Party and/or its Subsidiaries that do not
   have and are not reasonably likely to have a Material Adverse Effect on such
   Party, (ii) any purchase, sale or charters of any vessels or any amendment
   to, or termination of, new-building contracts, (iii) any other acquisitions
   or investments for consideration not exceeding in the aggregate $500 million
   plus the net proceeds of any divestments referred to in the next clause, and
   (iv) any divestments the net proceeds of which do not exceed $500 million in
   the aggregate;

      4.1.2  Governing Documents; Share Capital; Dividends.  It shall not (i)
   amend its articles of incorporation or by-laws, in the case of Carnival, or
   its memorandum and articles of association, in the case of P&O Princess
   (except for any amendments made solely to preserve its tax position to the
   extent necessary or desirable); (ii) split, combine, subdivide or reclassify
   its outstanding shares of capital stock or issue or authorize or propose the
   issuance of any other securities in respect of, in lieu of or in
   substitution for, shares of its capital stock; (iii) declare, set aside or
   pay any dividend or distribution payable in cash, stock or property in
   respect of any capital stock other than (A) in the case of Carnival, regular
   quarterly cash dividends consistent with past practice and (B) in the case
   of P&O Princess, regular quarterly cash dividends consistent with past
   practice (it being understood that P&O Princess may accelerate payment of
   its dividend for the fourth quarter of the 2002 financial year to March
   2003); or (iv) reduce, cancel, repurchase, redeem or otherwise acquire or
   permit any of its Subsidiaries to reduce, cancel, purchase or otherwise
   acquire (except for repurchases, redemptions or acquisitions required by (A)
   the terms of its capital stock or securities outstanding on the date hereof
   or (B) the respective terms as of the date hereof of, or in connection with,
   any Carnival Stock Plans, in the case of Carnival, or P&O Princess Option
   Plans, in the case of P&O Princess, or any dividend reinvestment plans as in
   effect on the date hereof in the ordinary course of the operation of such
   plans), any shares of the capital stock of P&O Princess or Carnival, as the
   case may be, or any securities convertible into or exchangeable or
   exercisable for any shares of its capital stock;

      4.1.3  Issuance of Securities; Indebtedness; Acquisitions and
   Dispositions.  Neither it nor any of its Subsidiaries shall (i) issue, sell,
   pledge, dispose of or encumber any shares of, or securities convertible into
   or exchangeable or exercisable for, or rights, options, warrants, conversion
   rights, stock appreciation rights, redemption rights, repurchase rights,
   agreements, arrangements, calls, commitments or rights of any kind to
   acquire, the capital stock of P&O Princess or Carnival, as the case may be,
   of any class other than (x) in the case of Carnival, shares of Carnival
   Common Stock issuable pursuant to options outstanding on the date hereof
   under the Carnival Stock Plans, additional options or rights to acquire
   shares of Carnival Common Stock granted under the terms of any Carnival
   Stock Plan as in effect on the date hereof in the ordinary course of the
   operation of such Carnival Stock Plan or pursuant to Carnival's convertible
   debt securities outstanding as of the date hereof, (y) in the case of P&O
   Princess, P&O Princess Ordinary Shares issuable or transferable pursuant to
   options outstanding on the date hereof under the P&O Princess Option Plans
   and additional options or rights to acquire P&O Princess Ordinary Shares
   granted under the terms of any P&O Princess Option Plans as in effect on the
   date hereof in the ordinary course of the operation of such P&O Princess
   Option Plan and (z) issuances of securities in connection with grants or
   awards of stock-based compensation made in accordance with paragraph 4.1.4
   hereof), or (ii) incur or modify any significant indebtedness or other
   liability except in the ordinary and usual course of business consistent
   with past practice or pursuant to



                                      18

   the financial plans communicated to the other Party in writing prior to the
   date hereof. Neither it nor any of its Significant Subsidiaries will merge
   or consolidate with any Person;

      4.1.4  Employee Benefits.  Neither it nor any of its Subsidiaries shall
   terminate, establish, adopt, enter into, make any new grants or awards of
   stock-based compensation or other benefits under, accelerate the time of
   payment or vesting under, amend or otherwise modify any Compensation and
   Benefit Plan or agreement or increase the salary, wage, bonus or other
   compensation of any directors, officers or employees except for grants or
   awards to directors, officers and employees of it or its Subsidiaries under
   existing Compensation and Benefit Plans, agreements or otherwise in each
   case in the normal and usual course of business consistent with past
   practice (which shall include normal periodic performance reviews and
   related compensation and benefit increases);

      4.1.5  Representations and Warranties.  Neither it nor any of its
   Subsidiaries shall take any action or omit to take any action that would
   cause any of its representations and warranties not to satisfy the condition
   set forth in Section 5.2.1 or 5.3.1, as applicable, as of the Closing Date;

      4.1.6  Non-Competition Agreements.  Neither Party shall enter into or
   renew any non-compete, exclusivity or similar agreement that would restrict
   or limit, in any material respect as of the Effective Time (material being
   construed in the context of the Party and its Subsidiaries taken as a
   whole), its operations;

      4.1.7  Satisfaction of Closing Conditions.  Neither Party shall take any
   action or omit to take any action for the purpose of preventing, delaying or
   impeding the consummation of the Transactions; and

      4.1.8  No Related Actions.  Neither it nor any of its Subsidiaries shall
   authorize or enter into an agreement to do any of the foregoing.

   4.2  Acquisition Proposals.

      4.2.1  No Shop.  Each of Carnival and P&O Princess agrees that, subject
   to Section 4.2.3 and except as expressly contemplated by this Agreement,
   neither it nor any of its Subsidiaries nor any of the officers or directors
   of it or its Subsidiaries shall, and that it shall direct and use its
   reasonable best efforts to cause its and its Subsidiaries' officers,
   directors, employees, investment bankers, attorneys, accountants, financial
   advisors, agents or other representatives (collectively, with respect to
   each of Carnival and P&O Princess, such Person's "Representatives") not to,
   directly or indirectly, initiate, solicit, encourage or otherwise facilitate
   any inquiries or the making of any proposal or offer by a third party with
   respect to a merger, takeover, reorganization, share exchange, scheme of
   arrangement, dual-holding company transaction, consolidation or similar
   transaction involving Carnival or P&O Princess, or any purchase of or joint
   venture (or similar arrangement) involving, or offer to purchase or enter
   into a joint venture (or similar arrangement) involving, all or 15% or more
   of the equity securities of Carnival or P&O Princess, as the case may be, or
   of its and its Subsidiaries' assets taken as a whole (any such proposal or
   offer being hereinafter referred to as an "Acquisition Proposal"). Each of
   Carnival and P&O Princess further agrees that neither it nor any of its
   Subsidiaries nor any of its or its Subsidiaries' officers or directors
   shall, and that it shall direct and use its reasonable best efforts to cause
   its Representatives not to, directly or indirectly, have any discussions
   with or provide any confidential information or data to any Person relating
   to an Acquisition Proposal or engage in any negotiations concerning an
   Acquisition Proposal, or otherwise facilitate any effort or attempt to make
   or implement an Acquisition Proposal; provided, however, that nothing
   contained in this Agreement shall prevent either Carnival or P&O Princess or
   its board of directors from (i) negotiating with or furnishing information
   to any Person who has made a bona fide unsolicited written Acquisition
   Proposal which did not result from a breach of this Section 4.2.1 (or any
   action that would have



                                      19

   constituted such a breach if the Representatives of such Party were bound by
   this Section to the same extent as such Party) or Section 6 of, or any
   comparable no-shop provision in, the Stockholders Deed Polls (or any action
   that would have constituted a breach if the Representatives (as defined in
   the Stockholders Deed Polls) were bound by such Section to the same extent
   as the Carnival Major Stockholders) (each, a "Qualifying Acquisition
   Proposal") or (ii) recommending a Qualifying Acquisition Proposal to its
   shareholders, if and only to the extent that, in each case, the board of
   directors of such Party determines in good faith after consultation with
   outside legal counsel that the failure to take such action would result in a
   breach of the fiduciary duties of the Board of Directors and such Qualifying
   Acquisition Proposal is a Superior Proposal. For purposes of this Agreement,
   a "Superior Proposal" means in respect of Carnival or P&O Princess, as
   applicable, any Qualifying Acquisition Proposal by a third party (x) on
   terms which the board of directors of such Party determines in its good
   faith judgment to be more favorable from a financial point of view to its
   shareholders than the Transactions after consultation with its financial
   advisors (which advice shall be communicated to the other Party) and after
   giving the other Party at least ten Business Days to respond to such third
   party Qualifying Acquisition Proposal, (y) which the board of directors of
   such Party determines in its good faith judgment to constitute a transaction
   that is reasonably likely to be consummated on the terms set forth, taking
   into account all legal, financial, regulatory and other aspects of such
   proposal and (z) which relates to at least a majority of the consolidated
   assets by value or the securities by voting power of such Party. Each of
   Carnival and P&O Princess agrees that it will immediately cease and cause to
   be terminated any existing activities, discussions or negotiations with any
   Person conducted heretofore with respect to any Acquisition Proposal. Each
   of Carnival and P&O Princess also agrees that if it has not already done so,
   it will promptly request each Person, if any, that has heretofore executed a
   confidentiality agreement within the 12 months prior to the date hereof in
   connection with its consideration of any Acquisition Proposal to return or
   destroy all confidential information heretofore furnished to such Person by
   or on behalf of it or any of its Subsidiaries.

      4.2.2  Notifications.  Each of Carnival and P&O Princess agrees that it
   will take the necessary steps promptly to inform its Subsidiaries and its
   and its Subsidiaries' Representatives of the obligations undertaken in this
   Section 4.2. Each of Carnival and P&O Princess agrees that it will notify
   the other promptly if any inquiries, proposals or offers relating to or
   constituting an Acquisition Proposal are received by, any information is
   requested from, or any such discussions or negotiations are sought to be
   initiated or continued with, it, any of its Subsidiaries or any of its or
   its Subsidiaries' Representatives indicating, in connection with such
   notice, the name of such Person and the material terms and conditions of any
   proposals or offers and thereafter shall keep the other informed, on a
   current basis, of the status and material terms of any such proposals or
   offers, including providing the other Party with copies of any information
   provided to such other Person.

      4.2.3  Compliance with Exchange Act, Exchange Regulations and City
   Code.  Nothing contained in this Agreement shall prohibit a Party from
   taking and disclosing to its shareholders a position contemplated by Rule
   14e-2(a) under the Exchange Act with respect to an Acquisition Proposal by
   means of a tender or exchange offer or taking such action and making such
   recommendations as its board of directors shall determine, in good faith
   after consultation with outside legal counsel, is required in order to
   comply with any obligations imposed on it by the SEC, the NYSE, the City
   Code, the Takeover Panel, the London Stock Exchange or the UKLA in relation
   to any Acquisition Proposal (provided that it is hereby acknowledged, for
   the avoidance of doubt, that no provision of the City Code requires P&O
   Princess or its directors to solicit or initiate any Acquisition Proposal).
   If the SEC, the NYSE, the Takeover Panel, UKLA or London Stock Exchange, as
   applicable, requests or directs a Party to take any course of action in
   connection with, or which would have any effect on, the Transactions, then
   such Party agrees, solely to the extent practicable (having regard to the
   time available and the nature and urgency of such request



                                      20

   or direction), to (i) notify the other Party of this fact and (ii) consult
   with the other Party prior to taking any action with respect to such request
   or direction.

   4.3  Information Supplied.

      4.3.1  Shareholder Documents.  Each of Carnival and P&O Princess each
   agrees, as to itself and its Subsidiaries that:

          4.3.1.1  It shall provide such information for inclusion in each of
       the Shareholder Documents, such that each Shareholder Document shall
       contain all particulars relating to Carnival and P&O Princess required
       to comply in all material respects with all applicable Laws, including
       the PGCL, the Companies Act, the City Code and the Financial Services
       and Markets Act 2000 (and the rules and regulations thereunder), the
       requirements of the London Stock Exchange, the listing rules of the
       UKLA, the Securities Act, the Exchange Act and the rules and regulations
       of the SEC and the NYSE;

          4.3.1.2  The information provided by such Party for inclusion or
       incorporation by reference in any of the Shareholder Documents shall
       not, at the date of mailing to shareholders and at the time or times of
       the Carnival Shareholders Meeting or the P&O Princess Shareholders
       Meeting, as applicable, contain any untrue statement of a material fact
       or omit to state any material fact required to be stated therein or
       necessary in order to make the statements therein, in the light of the
       circumstances under which they were made, not misleading in any material
       respect; and

          4.3.1.3  If at any time prior to the Carnival Shareholders Meeting or
       the P&O Princess Shareholders Meeting, as applicable, any information
       relating to Carnival or P&O Princess, or any of their respective
       Affiliates, officers or directors, should be discovered by Carnival or
       P&O Princess which should be set forth in a supplement to any of the
       Shareholder Documents, so that such document would not include any
       misstatement of a material fact or omit to state any material fact
       required to be stated therein or necessary to make the statements
       therein, in the light of the circumstances under which they were made,
       not misleading in any material respect, the Party which discovers such
       information shall promptly notify the other Party and, to the extent
       required by Law, an appropriate amendment or supplement describing such
       information shall be promptly disseminated to the Carnival shareholders
       or the P&O Princess shareholders, as applicable.

   4.4  Shareholders Meetings.  Carnival and P&O Princess will each
respectively take all action necessary to convene a meeting of the holders of
Carnival Common Stock to obtain the Carnival Requisite Vote (the "Carnival
Shareholders Meeting") and the holders of P&O Princess Ordinary Shares to
obtain the P&O Princess Requisite Vote (the "P&O Princess Shareholders
Meeting") to approve the Transactions, as soon as possible after the date
hereof, and the Parties shall liaise to ensure that the Carnival Shareholders
Meeting will be held two days prior to the P&O Princess Shareholders Meeting;
provided that if either Party elects to hold its meeting on an earlier date, it
may do so; provided, however, the P&O Princess Shareholders Meeting may not be
convened prior to the 20th Business Day after commencement of the Offer.
Subject to fiduciary obligations and the requirements of applicable Law, the
board of directors of each of Carnival and P&O Princess shall recommend to its
respective shareholders the approval of, in the case of Carnival, the Carnival
Amendments and, in the case of P&O Princess, the P&O Princess Amendments, and
in each case, this Agreement and the DLC Transactions, which recommendation
shall be set forth in the Carnival Circular and the P&O Princess EGM Circular,
respectively, and shall take all lawful action to solicit such approval. The
Carnival Shareholders Meeting and the P&O Princess Shareholders Meeting will be
held regardless of any failure to make such recommendation or any change in
such recommendation.



                                      21


   4.5  Filings; Other Actions; Notification.

      4.5.1  Filings.  As promptly as practicable after the execution of this
   Agreement, Carnival and P&O Princess shall prepare and make all necessary
   filings and notifications to any Governmental Entity required to implement
   the DLC Transactions, including the filing of the Shareholder Documents with
   the SEC and UKLA, as appropriate. Carnival and P&O Princess shall cooperate
   to conform the content of the Shareholder Documents, to the extent
   reasonably practicable and appropriate. Carnival and P&O Princess each shall
   use its reasonable best efforts to have the Registration Statements declared
   effective by the SEC as promptly as practicable after filing. P&O Princess
   and Carnival each shall use its reasonable best efforts to have the P&O
   Princess EGM Circular approved by the UKLA as promptly as practicable after
   filing. Carnival and P&O Princess shall each provide the other and its
   counsel with copies of any comments Carnival or P&O Princess or its counsel
   may receive from the SEC or its Staff or the UKLA, as applicable, with
   respect to the Shareholders Documents promptly after the receipt of such
   comments, and Carnival and P&O Princess shall cooperate (and shall cause
   their respective counsel to cooperate) reasonably in responding promptly and
   appropriately to such comments. Carnival shall promptly prepare and file a
   supplemental listing application with the NYSE with respect to the shares of
   Carnival Common Stock to be issued in the Offer and shall use its reasonable
   best efforts to have such shares of Carnival Common Stock approved for
   listing by the NYSE, subject only to official notice of issuance, and shall
   promptly prepare and file a listing application with the NYSE with respect
   to the SVT Shares and shall use its reasonable best efforts to have such SVT
   Shares approved for listing by the NYSE, subject only to official notice of
   issuance.

      4.5.2  Mailing of Documents.  Carnival shall use its reasonable best
   efforts to cause the Carnival Circular to be mailed to its shareholders as
   promptly as practicable after the SEC has declared the Second Joint
   Registration Statement effective. P&O Princess shall use its reasonable best
   efforts to cause the P&O Princess EGM Circular to its shareholders, and
   Carnival shall use its reasonable best efforts to cause the Offer Documents
   to be mailed to the P&O Princess shareholders as promptly as practicable
   after the SEC has declared the Joint Registration Statement effective and
   UKLA has approved the P&O Princess EGM Circular.

      4.5.3  Cooperation.  Carnival and P&O Princess shall each cooperate with
   the other and (i) use (and shall cause their respective Subsidiaries to use)
   all their respective reasonable best efforts promptly to take or cause to be
   taken all actions, and do or cause to be done all things, necessary, proper
   or advisable under this Agreement and applicable Laws to consummate and make
   effective the Transactions as soon as practicable, including preparing and
   filing as promptly as practicable all documentation to effect all necessary
   filings, notices, petitions, statements, registrations, submissions of
   information, applications and other documents, (ii) use (and shall cause
   their respective Subsidiaries to use) all their respective reasonable best
   efforts to obtain as promptly as practicable all approvals, consents,
   registrations, permits, authorizations and other confirmations required to
   be obtained from any third party (other than Carnival Required Consents and
   P&O Princess Required Consents) necessary, proper or advisable to consummate
   the Transactions, and (iii) use (and shall cause their respective
   Subsidiaries to use) their respective reasonable best efforts to take or
   cause to be taken all actions, and do or cause to be done all things,
   necessary, proper or advisable to obtain the Carnival Required Consents or
   P&O Princess Required Consents, as the case may be; provided that neither
   Party shall be required by this Section 4.5.3(ii) or (iii) to accept or
   agree to any conditions, terms or restrictions in connection with any such
   Carnival Required Consent or P&O Princess Required Consent, as the case may
   be, which, individually or in the aggregate, would be reasonably likely to
   have a Material Adverse Effect on P&O Princess and/or Carnival after the
   Effective Time (it being understood that, for this purpose, materiality
   shall be considered with reference to the total equity market value of P&O
   Princess and Carnival as a unified commercial enterprise). Subject to
   applicable Laws relating to the exchange of information, Carnival and P&O
   Princess shall have the right to review in advance,



                                      22

   and to the extent practicable each will consult the other on, all the
   information relating to Carnival and its Subsidiaries or P&O Princess and
   its Subsidiaries, as the case may be, that appears in any filing made with,
   or written materials submitted to, any third party and/or any Governmental
   Entity in connection with the Transactions. In exercising the foregoing
   right, each of Carnival and P&O Princess shall act reasonably and as
   promptly as practicable.

      4.5.4  Furnishing Information.  Carnival and P&O Princess each shall,
   upon request by the other, furnish the other with all information concerning
   itself, its Subsidiaries, directors, officers and shareholders and such
   other matters as may be reasonably necessary or advisable in connection with
   the Shareholder Documents or any other necessary or appropriate filing,
   notice, statement, registration, submission of information or application
   made by or on behalf of Carnival or P&O Princess or any of their respective
   Subsidiaries to any third party and/or any Governmental Entity in connection
   with the Transactions.

      4.5.5  Status.  Carnival and P&O Princess each shall keep the other
   apprised of the status of matters relating to completion of the
   Transactions, including promptly furnishing the other with copies of notices
   or other communications received by Carnival or P&O Princess, as the case
   may be, or any of its Subsidiaries, from any third party and/or any
   Governmental Entity with respect to the Transactions. Carnival and P&O
   Princess each shall give prompt notice to the other of any change that is
   reasonably likely to result in a Material Adverse Effect on it or of any
   failure of any condition set forth in Article V to the other Party's
   obligations to effect the Transactions.

      4.5.6  Consultation; Participation.  Prior to making any filing, notice,
   petition, statement, registration, submission of information or application
   to or with any third party and/or Governmental Entity (including any
   securities exchange) in connection with the consummation of the Transactions
   and except as may be required by Law or by obligations pursuant to any
   listing agreement with or rules of any securities exchange, each Party shall
   make all reasonable efforts to consult with the other Party with respect to
   the content of such filing, notice, petition, statement, registration,
   submission of information or application and to provide the other Party with
   copies of the proposed filing, notice, petition, statement, registration,
   statement of information or application. Carnival and P&O Princess each
   shall not agree to participate in any meeting with any Governmental Entity
   in respect of any filings, investigation or other inquiry relating to the
   Transactions unless it consults with the other Party in advance and, to the
   extent practicable and permitted by such Governmental Entity, gives the
   other Party the opportunity to attend and participate thereat. The foregoing
   requirements of Section 4.5.6 shall not apply to P&O Princess' discussions
   and meetings with the UK Inland Revenue with respect to tonnage taxes and
   amendments to existing tonnage tax elections; provided that P&O Princess
   shall notify Carnival of any such discussions and meetings, and to the
   extent practicable, consult with Carnival with respect thereto.

      4.5.7  Cooperation in Defense of Claim.  In the event any claim, action,
   suit investigation or other proceeding by any Governmental Entity or other
   Person or other legal or administrative proceeding is commenced that
   questions the validity or legality of this Agreement or any of the
   Transactions or claims damages in connection therewith, the Parties agree to
   cooperate and use their reasonable best efforts, subject to the limitations
   set forth in Section 4.5.3, to defend against and respond thereto.

   4.6  Access.  In order to facilitate consummation of the Transactions, the
Parties hereby agree that upon reasonable request to an executive officer of
P&O Princess or Carnival, as the case may be, designated for the purpose, and
except as may otherwise be required by applicable Law, each Party shall (and
shall cause its Subsidiaries to) afford the other Party's Representatives
access, during normal business hours throughout the period prior to the
Effective Time, to its properties, books, contracts and records and, during
such period, each shall (and shall cause its Subsidiaries to) furnish promptly
to the other all information concerning its business, properties and personnel
as may be



                                      23

requested by the other Party which it reasonably requires in order to
investigate and confirm the accuracy of such Party's representations and
warranties and the satisfaction of the conditions to Closing relating thereto;
provided that no receipt of information pursuant to this Section shall affect
or be deemed to modify any representation or warranty made by Carnival or P&O
Princess hereunder; and provided, further that the foregoing shall not require
Carnival or P&O Princess to permit any inquiry, or to disclose any information,
that in the reasonable judgment of Carnival or P&O Princess, as the case may
be, would (i) violate any antitrust or competition Law or (ii) result in the
disclosure of any trade secrets of third parties or violate any of its
obligations with respect to confidentiality to third parties if Carnival or P&O
Princess, as the case may be, shall have used reasonable efforts to obtain the
consent of such third party to such inspection or disclosure. All such
information shall be governed by the terms of the Confidentiality Agreement,
dated October 11, 2002, between the Parties (the "Confidentiality Agreement"),
including without limitation all such information disclosed in the Disclosure
Letters.

   4.7  Publicity.  Carnival and P&O Princess shall to the extent practicable
(i) consult with each other and, except as may be required by Law or by
obligations pursuant to any listing agreement with or rules of any national
securities exchange or as required by the Takeover Panel, mutually agree on the
content prior to issuing any press releases or otherwise making public
announcements with respect to the Transactions and (ii) consult with each other
prior to issuing any press releases or otherwise making public announcements
which could materially affect the Transactions.

   4.8  Benefits and Other Matters.

      4.8.1  Director and Officer Liability.

          4.8.1.1  P&O Princess and Carnival each agree that all rights to
       indemnification and all limitations on liability existing in favor of
       any Indemnitee (as defined below) in respect of acts or omissions of
       such Indemnitee on or prior to the Effective Time as provided in the
       articles of incorporation and by-laws, in the case of Carnival, or
       memorandum and articles of association, in the case of P&O Princess, or
       an agreement between an Indemnitee and it or its Subsidiaries in effect
       as of the date hereof shall continue in full force and effect in
       accordance with the terms thereof.

          4.8.1.2  For six years after the Effective Time, P&O Princess or
       Carnival, as the case may be, shall indemnify and hold harmless the
       individuals who on or prior to the Effective Time were officers or
       directors of either Party or either Party's Subsidiaries (the
       "Indemnitees") to the same extent as set forth in Section 4.8.1.1 above.
       In the event any claim in respect of which indemnification is available
       pursuant to the foregoing provisions is asserted or made within such
       six-year period, all rights to indemnification shall continue until such
       claim is disposed of or all judgments, orders, decrees or other rulings
       in connection with such claim are duly satisfied.

          4.8.1.3  For six years after the Effective Time, P&O Princess and
       Carnival shall provide officers' and directors' liability insurance in
       respect of acts or omissions occurring prior to the Effective Time
       covering each such Person currently covered by its officers' and
       directors' liability insurance policy on terms with respect to coverage
       and in amounts no less favorable than those of such policy in effect on
       the date hereof; provided, however, that during such period, Carnival
       and P&O Princess shall be required to maintain or procure as much
       coverage as can be obtained for the remainder of such period for an
       annual premium not in excess of 200% of the current annual premium paid
       by P&O Princess or Carnival, as the case may be, for its existing
       coverage.

          4.8.1.4  The obligations of P&O Princess and Carnival under this
       Section 4.8.1 shall not be terminated or modified in such a manner as to
       adversely affect any Indemnitee to whom



                                      24

       this Section 4.8.1 applies without the consent of such affected
       Indemnitee (it being expressly agreed that the Indemnitees to whom this
       Section 4.8.1 applies shall be third party beneficiaries of this Section
       4.8.1).

          4.8.1.5  Each Party (the "Providing Party") shall indemnify and hold
       harmless, to the fullest extent permissible under applicable Law, the
       officers and directors of the other party in respect of all losses,
       claims, damages, costs, expenses and liabilities arising from or in
       connection with the information provided by such Providing Party for use
       in the Shareholder Documents pursuant to Section 4.3 which contains any
       untrue statement of a material fact or an omission to state any material
       fact required to be stated therein or necessary to make the statements
       therein not misleading.

      4.8.2  Directors of Carnival and P&O Princess.  At the Effective Time,
   the board of directors of each of Carnival and P&O Princess shall consist of
   the individuals listed on Exhibit J (the "Mutual Directors"). Such Mutual
   Directors shall be the directors of each of Carnival and P&O Princess from
   and after the Effective Time until their successors have been duly elected
   or appointed and qualified or until their earlier death, resignation or
   removal in accordance with P&O Princess' memorandum and articles and
   Carnival's restated articles of incorporation and by-laws, in each case as
   then in effect. Carnival and P&O Princess agree to procure such resignations
   of their respective directors as may be necessary so that at the Effective
   Time the Mutual Directors are the only directors of Carnival and P&O
   Princess.

      4.8.3  Executive Officers.  At the Effective Time, Micky Arison shall be
   elected or appointed as Chairman and Chief Executive Officer of Carnival and
   P&O Princess, and Howard S. Frank shall be elected or appointed as Chief
   Operating Officer of Carnival and P&O Princess, to serve in such capacities
   until their respective successors are elected or appointed and shall have
   qualified in accordance with the P&O Princess' memorandum and articles and
   Carnival's restated articles of incorporation and by-laws, in each case as
   then in effect. If at or immediately prior to the Effective Time, either of
   such individuals shall be unwilling or unable to serve, a person to fill
   such position shall be designated by the chief executive officer of Carnival
   at such time.

   4.9  Expenses.  Except as otherwise provided in Section 6.5, whether or not
the Transactions are consummated, all costs and expenses incurred in connection
with this Agreement and the Transactions shall be paid by the Party incurring
such expense, except that the Parties each shall pay one-half of filing fees
and printer costs and expenses in connection with the preparation and filing of
the Shareholder Documents.

   4.10  Other Actions by Carnival and P&O Princess.

      4.10.1  Dividends.  Except with respect to the distribution of the 0 SVT
   Shares by Carnival contemplated by this Agreement, Carnival and P&O Princess
   shall coordinate the declaration, setting of record dates and payment dates
   of dividends on Carnival Common Stock and P&O Princess Ordinary Shares so
   that the respective holders of Carnival Common Stock and P&O Princess
   Ordinary Shares do not receive two dividends in respect of the calendar
   quarter in which the Effective Time occurs or fail to receive a dividend in
   respect of the calendar quarter in which the Effective Time occurs.

      4.10.2  Integration Planning.  To the extent permitted by applicable Law,
   promptly following the date of this Agreement, the Parties will establish an
   integration planning committee (the "Integration Committee") to address and
   agree upon integration issues. The Chief Executive Officer of each of
   Carnival and P&O Princess shall determine which of their respective officers
   shall serve on the Integration Committee and such Committee shall be
   comprised of an equal number of persons from Carnival and P&O Princess.



                                      25

   4.11  Carnival Offer to Exchange.  Section 4.11 is subject to applicable Law.

      4.11.1  Offer to Exchange.  Provided that this Agreement shall not have
   been terminated, and subject to the provisions of this Agreement, Carnival
   shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the
   Offer, not later than ten business days after the effective date of the
   Joint Registration Statement or earlier if required by the City Code. The
   Offer shall be subject only to the conditions (the "Offer Conditions") set
   forth in Annex 1 hereto (including, without limitation, the occurrence of
   the Closing), of which conditions 4 and 5 may be waived in whole or in part
   by Carnival in its sole discretion. The P&O Princess EGM Circular shall
   state that P&O Princess shareholders may (i) vote to approve the DLC
   Transactions; and/or (ii) accept the Offer, subject to the terms and
   conditions set forth therein and in the Offer Documents. Subject to the
   terms and conditions of the Offer and this Agreement (including, without
   limitation, Section 4.11.4), Carnival shall acquire all P&O Princess
   Ordinary Shares validly tendered and not withdrawn pursuant to the Offer in
   compliance with the obligations respecting prompt payment pursuant to Rule
   14e-1(c) under the Exchange Act and Rule 31.8 of the City Code.

      4.11.2  Modification of the Offer, Fractional Shares.  Subject to the
   City Code, Carnival expressly reserves the right to modify the terms of the
   Offer, except that, without the prior written consent of P&O Princess,
   Carnival shall not (i) decrease the Offer Exchange Ratio, (ii) impose any
   conditions to the Offer in addition to the Offer Conditions or modify the
   Offer Conditions (other than to waive any Offer Conditions to the extent
   permitted by this Agreement), (iii) except as provided in Section 4.11.3,
   extend the Offer, (iv) change the form of consideration payable in the Offer
   or (v) make any other change or modification in any of the terms of the
   Offer in any manner that is adverse to the holders of P&O Princess Ordinary
   Shares. Notwithstanding anything to the contrary set forth herein, no
   certificates representing fractional shares of Carnival Common Stock shall
   be issued in connection with the exchange of Carnival Common Stock for P&O
   Princess Ordinary Shares upon consummation of the Offer, and in lieu thereof
   each tendering shareholder who would otherwise be entitled to a fractional
   share of Carnival Common Stock in the Offer will be paid an amount in cash
   equal to either: (i) the product obtained by multiplying (A) the fractional
   share interest to which such holder would otherwise be entitled by (B) the
   closing price of the Carnival Common Stock on the NYSE (as reported in The
   Wall Street Journal or, if not reported therein, any other authoritative
   source) on the date the Offer becomes unconditional; or (ii) the pro rata
   entitlement of such member to the net proceeds of the sale of the aggregate
   fractional entitlements to Carnival Common Stock which shall be sold in the
   market at the best price reasonably obtainable by Carnival; provided always
   that Carnival shall be able to choose whether to apply the procedure
   referred to in (i) or (ii) above, shall not be obliged to give any reasons
   for such choice and such choice shall be conclusive and binding on all
   persons concerned and shall not be open to challenge on any grounds
   whatsoever.

      4.11.3  Expiration and Extension of the Offer Acceptance Period.  The
   period for acceptance of the Offer shall initially expire at 5:00 p.m.,
   London time, on the date of the P&O Princess Shareholders Meeting unless it
   is extended by Carnival with the consent of the Takeover Panel.

      4.11.4  Acceptances by Carnival.  The terms of the Offer shall provide
   that if the number of P&O Princess Ordinary Shares as to which the Offer is
   accepted represents more than 20% of the outstanding P&O Princess Ordinary
   Shares, only that number of P&O Princess Ordinary Shares representing 20% of
   the outstanding P&O Princess Ordinary Shares shall be acquired by Carnival,
   and acceptances shall be scaled back in the manner prescribed by Rule 36.7
   of the City Code.

      4.11.5  Schedule TO.  As promptly as practicable after the date hereof,
   Carnival shall file with the SEC a Schedule TO.



                                      26

      4.11.6  P&O Princess Shareholder Information.  In connection with the
   Offer, P&O Princess shall cause its registrar to furnish Carnival promptly
   with mailing labels containing the names and addresses of the record holders
   of P&O Princess Ordinary Shares as of a recent date and of those persons
   becoming record holders subsequent to such date, together with copies of all
   lists of shareholders, security position listings and computer files and all
   other information in P&O Princess's possession or control regarding the
   beneficial owners of P&O Princess Ordinary Shares and any securities
   convertible into P&O Princess Ordinary Shares, and shall furnish to Carnival
   such information and assistance (including updated lists of shareholders,
   security position listings and computer files) as Carnival may reasonably
   request in communicating the Offer to P&O Princess's shareholders. P&O
   Princess shall cooperate with Carnival to communicate the Offer to the
   holders of the P&O Princess ADSs. Subject to the requirements of applicable
   Law, and except for such steps as are necessary to disseminate the Offer
   Documents, Carnival and its affiliates, associates and agents shall hold in
   confidence the information contained in any such labels, listings and files,
   will use such information only in connection with the Offer and, if this
   Agreement shall be terminated, will promptly, upon request, deliver, and
   will use reasonable efforts to cause its affiliates, associates and agents
   to deliver, to P&O Princess all copies of such information then in their
   possession or control.

      4.11.7  Schedule 14D-9.  In accordance with the Exchange Act, P&O
   Princess shall file with the SEC a Statement on Schedule 14D-9 with respect
   to the Offer (such document, as amended from time to time, the "Schedule
   14D-9").

      4.11.8  Termination of the Offer.  The Offer may be terminated by
   Carnival if, at the expiration date of the Offer, any of the Offer
   Conditions has not been met.

      4.11.9  Adjustment of the Offer Exchange Ratio.  Subject to the City
   Code, in the event that, other than pursuant to the Transactions, Carnival
   changes or establishes a record date for changing the number of shares of
   Carnival Common Stock issued and outstanding as a result of a stock split,
   stock dividend, recapitalization, subdivision, reclassification, combination
   or similar transaction with respect to the outstanding shares of Carnival
   Common Stock and the record date therefor shall be prior to the Effective
   Time, the Offer Exchange Ratio, and any other calculations based on or
   relating to the shares of Carnival Common Stock shall be appropriately
   adjusted to reflect such stock split, stock dividend, recapitalization,
   subdivision, reclassification, combination or similar transaction. In the
   event that other than pursuant to the Transactions, P&O Princess changes or
   establishes a record date for changing the number of P&O Princess Ordinary
   Shares issued and outstanding as a result of a stock split, stock dividend,
   recapitalization, subdivision, reclassification, combination or similar
   transaction with respect to the outstanding P&O Princess Ordinary Shares and
   the record date therefor shall be prior to the completion of the Offer, the
   Offer Exchange Ratio, and any other calculations based on or relating to the
   P&O Princess Ordinary Shares shall be appropriately adjusted to reflect such
   stock split, stock dividend, recapitalization, subdivision,
   reclassification, combination or similar transaction.

                                   ARTICLE V

                           Conditions to the Closing

   5.1  Conditions to Each Party's Obligation to Effect the Closing.  The
respective obligations of P&O Princess and Carnival to effect the Closing and
the DLC Transactions are subject to the satisfaction or waiver of each of the
following conditions:

      5.1.1  Shareholder Approvals.  This Agreement and the DLC Transactions
   (including the Carnival Amendments) shall have been duly approved by holders
   of Carnival Common Stock



                                      27

   constituting the Carnival Requisite Vote and this Agreement, and the DLC
   Transactions (including the P&O Princess Amendments) shall have been duly
   approved by the shareholders of P&O Princess constituting the P&O Princess
   Requisite Vote.

      5.1.2  Regulatory Consents.  All Carnival Required Consents and P&O
   Princess Required Consents from or with any Governmental Entity
   (collectively, "Governmental Consents") in connection with the consummation
   of the DLC Transactions, other than those Governmental Consents described in
   Section 5.1.8 below, which are subject to satisfaction or waiver in
   accordance with such section, shall have been made or obtained, and such
   Governmental Consents shall not contain any terms or impose any condition or
   restriction relating or applying to, or requiring changes in or limitations
   on, (i) the operation of any asset or businesses of Carnival, P&O Princess
   or any of their respective Subsidiaries which term, condition or
   restriction, individually or in the aggregate, would be reasonably likely to
   have a Material Adverse Effect on P&O Princess or Carnival after the
   Effective Time (it being understood that, for this purpose, materiality
   shall be considered with reference to the total equity market value of P&O
   Princess and Carnival as a unified commercial enterprise), or (ii) the P&O
   Princess Amended Memorandum, the P&O Princess Amended Articles, the Carnival
   Amended Articles, the Carnival Amended By-Laws, the Equalization and
   Governance Agreement, the ability to vote the P&O Princess Special Share or
   P&O Princess Ordinary Shares or the ability to vote the Carnival Special
   Share or Carnival Common Stock (other than, in each case, terms, conditions
   or restrictions that would not materially frustrate the express intent and
   purposes of this Agreement or the Equalization and Governance Agreement).

      5.1.3  Laws and Orders.  No Governmental Entity of competent jurisdiction
   shall have enacted, issued, promulgated, enforced or entered any Law
   (whether temporary, preliminary or permanent) that is in effect and
   restrains, enjoins or otherwise prohibits the consummation or performance
   of, or materially adversely affects, the DLC Transactions (collectively, an
   "Order"), and no Governmental Entity shall have instituted or threatened any
   proceeding challenging the DLC Transactions or seeking any such Order or
   taken any action or decision to revoke or materially amend any consent,
   clearance or approval of the combination of P&O Princess and Carnival.

      5.1.4  Carnival Amendments and P&O Princess Amendments.  The Carnival
   Amended Articles shall have been filed with the Companies Registry of the
   Republic of Panama and the Carnival Amended Articles and Carnival Amended
   By-laws shall have become effective and the P&O Princess Amended Memorandum
   and the P&O Princess Amended Articles shall have become effective.

      5.1.5  Approval of P&O Princess EGM Circular.  The UKLA shall have
   approved the P&O Princess EGM Circular.

      5.1.6  Offer.  The Offer shall have become unconditional (except for the
   condition regarding the completion of the DLC Transactions).

      5.1.7  Registration Statements.  The Registration Statements shall have
   been declared effective by the SEC and shall be effective and not the
   subject of a stop order or other proceeding by the SEC to suspend their
   effectiveness.

      5.1.8  European Commission.

          5.1.8.1  Insofar as the DLC Transactions constitute a concentration
       which is required to be notified to the European Commission pursuant to
       Article 4(1) of Council Regulation (EEC) No. 4064/89 (as amended) (the
       "Merger Regulation"), and subject to Clause 5.1.8.2, either, (i) the
       European Commission having adopted in relation to the DLC Transactions a
       decision under either Article 6(1)(a), Article 6(1)(b) or Article 8(2)
       of the Merger Regulation, or (ii) the



                                      28

       DLC Transactions shall have been deemed compatible with the common
       market in accordance with Article 10(6) of the Merger Regulation.

          5.1.8.2  In the event that a decision (or decisions) has been taken
       under Article 9(3) of the Merger Regulation (or is deemed to have been
       taken pursuant to Article 9(5) of the Merger Regulation) or Article 6(1)
       of Protocol 24 to the Agreement to establish the European Economic Area
       (the "EEA Agreement") to refer the whole or part of the DLC Transactions
       to the competent authorities of one or more European Union or relevant
       EFTA state, decisions having been taken by all such competent
       authorities to permit the DLC Transactions; provided that if any such
       competent authority should have failed to publish its report or the
       announcement of the findings of its examination, or to complete its
       review, of the DLC Transactions within four months of the last date on
       which the European Commission could have issued a decision in relation
       to the DLC Transactions pursuant to Article 6 of the Merger Regulation,
       this Condition to Closing shall be deemed to have been satisfied in
       respect of that competent authority.

      5.1.9  NYSE Listing.  The NYSE shall have approved the listing on the
   NYSE of either the SVT Shares or the P&O Princess Special Share, subject in
   either case only to official notice of issuance.

   5.2  Conditions to Obligations of P&O Princess to Effect the Closing.  The
obligation of P&O Princess to effect the Closing and the DLC Transactions is
also subject to the satisfaction or waiver by P&O Princess prior to the
Effective Time of the following conditions:

      5.2.1  Representations and Warranties of Carnival.  The representations
   and warranties of Carnival set forth in this Agreement (i) to the extent
   qualified by Material Adverse Effect or any other materiality qualification
   shall be true and correct and (ii) to the extent not qualified by Material
   Adverse Effect or any other materiality qualification shall be true and
   correct (provided that this clause (ii) shall be deemed satisfied so long as
   any failures of such representations and warranties to be true and correct,
   taken together, do not have a Material Adverse Effect on Carnival) as of the
   date of this Agreement and as of the Closing Date as though made on and as
   of the Closing Date (except to the extent any such representation or
   warranty expressly speaks as of an earlier date), and P&O Princess shall
   have received a certificate signed on behalf of Carnival by a Carnival
   Officer to such effect.

      5.2.2  Performance of Obligations of Carnival.  Carnival shall have
   performed in all material respects all obligations required to be performed
   by it under this Agreement at or prior to the Closing Date, and P&O Princess
   shall have received a certificate signed on behalf of Carnival by a Carnival
   Officer to such effect.

      5.2.3  Consents Under Agreements.  Carnival shall have obtained the
   consent or approval of each Person whose consent or approval shall be
   required in order to consummate the DLC Transactions under any Contract to
   which Carnival or any of its Subsidiaries is a party or by which any of its
   or their assets are bound, except those the failure of which to obtain such
   consent or approval, individually or in the aggregate, is not reasonably
   likely to have a Material Adverse Effect on Carnival or prevent the
   consummation of, or materially adversely affect, the DLC Transactions by
   Carnival.

      5.2.4  Carnival Special Share.  Carnival shall have issued the Carnival
   Special Share to Carnival SVC.

      5.2.5  Other DLC Documents.  Each DLC Document that is required to be
   executed and delivered by the parties thereto shall have been so executed
   and delivered in the Agreed Form by all such parties other than P&O Princess
   and its Subsidiaries.



                                      29


   5.3  Conditions to Obligations of Carnival.  The obligation of Carnival to
effect the Closing and the DLC Transactions contemplated by this Agreement is
also subject to the satisfaction or waiver by Carnival prior to the Effective
Time of the following conditions:

      5.3.1  Representations and Warranties of P&O Princess.  The
   representations and warranties of P&O Princess set forth in this Agreement
   (i) to the extent qualified by Material Adverse Effect or any other
   materiality qualification shall be true and correct; and (ii) to the extent
   not qualified by Material Adverse Effect or any other materiality
   qualification shall be true and correct (provided that this clause (ii)
   shall be deemed satisfied so long as any failures of such representations
   and warranties to be true and correct, taken together, do not have a
   Material Adverse Effect on P&O Princess) as of the date hereof and as of the
   Closing Date as though made on and as of the Closing Date (except to the
   extent any such representation and warranty expressly speaks as of an
   earlier date), and Carnival shall have received a certificate signed on
   behalf of P&O Princess by a P&O Princess Officer to such effect.

      5.3.2  Performance of Obligations of P&O Princess.  P&O Princess shall
   have performed in all material respects all obligations required to be
   performed by it under this Agreement at or prior to the Closing Date, and
   Carnival shall have received a certificate signed on behalf of P&O Princess
   by a P&O Princess Officer to such effect.

      5.3.3  Consents Under Agreements.  P&O Princess shall have obtained the
   consent or approval of each Person whose consent or approval shall be
   required in order to consummate the DLC Transactions under any Contract to
   which P&O Princess or any of its Subsidiaries is a party or by which any of
   its or their assets are bound, except those the failure of which to obtain
   such consent or approval, individually or in the aggregate, is not
   reasonably likely to have a Material Adverse Effect on P&O Princess or
   prevent the consummation of, or materially adversely affect, the DLC
   Transactions by P&O Princess.

      5.3.4  P&O Princess Special Share.  P&O Princess shall have issued the
   P&O Princess Special Share to Carnival.

      5.3.5  Other DLC Documents.  Each DLC Document that is required to be
   executed and delivered by the parties thereto shall have been so executed
   and delivered in the Agreed Form by all such parties other than Carnival and
   its Subsidiaries.

      5.3.6  Termination of Joint Venture Agreement.  P&O Princess shall have
   given a termination notice under Section 9.01(c) of the Joint Venture
   Agreement or the Joint Venture Agreement shall have been terminated without
   any cost to P&O Princess (excluding any existing termination amount set
   forth in the Implementation Agreement between P&O Princess and Royal
   Caribbean Cruises Ltd., dated as of November 19, 2001) under Section 9.01(a)
   thereof.

                                  ARTICLE VI

                                  Termination

   6.1  Termination by Mutual Consent.  This Agreement may be terminated and
the Transactions may be abandoned at any time prior to the Effective Time,
whether before or after the approvals by shareholders of Carnival and P&O
Princess referred to in paragraph 5.1.1, by mutual written consent of Carnival
and P&O Princess by action of their respective boards of directors.

   6.2  Termination by Either P&O Princess or Carnival.  This Agreement may be
terminated and the Transactions may be abandoned at any time prior to the
Effective Time by action of the board of directors of either P&O Princess or
Carnival if (i) the Closing and the Transactions shall not have been
consummated by September 30, 2003, whether such date is before or after the
date of approval by the



                                      30

shareholders of Carnival or P&O Princess (the "Termination Date"), (ii) any
Order (which the terminating Party shall have used its reasonable best efforts
to resist, resolve or lift, as applicable, in accordance with Section 4.5)
permanently restraining, enjoining or otherwise prohibiting the consummation
of, or materially adversely affecting, the Transactions shall have become final
and non-appealable, whether before or after the approval by the shareholders of
Carnival or P&O Princess, (iii) the Carnival Requisite Vote shall not have been
obtained at the duly held Carnival Shareholders Meeting, including any
adjournments or postponements thereof or, in any event by the date that is five
Business Days prior to the Termination Date, or (iv) the P&O Princess Requisite
Vote shall not have been obtained at the duly held P&O Princess Shareholders
Meeting, including any adjournments or postponements thereof or, in any event
by the date that is five Business Days prior to the Termination Date; provided
that the right to terminate this Agreement shall not be available to a Party
that has breached in any material respect its obligations under this Agreement
in any manner that shall have proximately contributed to the failure of the
Transactions to be consummated.

   6.3  Termination by Carnival.  This Agreement may be terminated and the
Transactions may be abandoned at any time prior to the Effective Time, whether
before or after the approval by shareholders of Carnival referred to in
paragraph 5.1.1, by action of the board of directors of Carnival, if (i) the
board of directors of P&O Princess shall have withdrawn or adversely modified
its approval or recommendation to shareholders of this Agreement and the
Transactions or shall have resolved to take any such action or failed to
reconfirm such approval or recommendation within five Business Days after a
written request by Carnival to do so; or (ii) P&O Princess or its board of
directors shall take any of the actions described in clause (ii) of the proviso
to Section 4.2.1; or (iii) there shall be a breach by P&O Princess of any
representation, warranty, covenant or agreement contained in this Agreement, or
any event or circumstance shall occur as a result of which any such
representation and warranty shall not be true as of, and as if made on, any
date after the date hereof, which, in each case, would result in a failure of a
condition set forth in paragraph 5.3.1 or 5.3.2 and cannot be or is not cured
prior to the Termination Date; or (iv) a third party announces a firm intention
(whether or not subject to a pre-condition) to make an offer or Acquisition
Proposal for P&O Princess (including an offer to form a dual-listed company)
which offer is (x) either subject to the City Code or is otherwise legally
binding and (y) in Carnival's reasonable opinion, acting in good faith and
after consultation with its financial advisers, the nature of such advice to be
communicated to P&O Princess, is likely to be more attractive to P&O Princess
Shareholders than the DLC Transactions.

   6.4  Termination by P&O Princess.  This Agreement may be terminated and the
Transactions may be abandoned at any time prior to the Effective Time, whether
before or after the approval by the shareholders of P&O Princess referred to in
paragraph 5.1.1, by action of the board of directors of P&O Princess, if (i)
the board of directors of Carnival shall have withdrawn or adversely modified
its approval or recommendation to shareholders of this Agreement and the
Transactions, or shall have resolved to take any such action or failed to
reconfirm such approval or recommendation within five Business Days after a
written request by P&O Princess to do so; or (ii) Carnival or its board of
directors shall take any of the actions described in clause (ii) of the proviso
to Section 4.2.1; or (iii) there shall be a breach by Carnival of any
representation, warranty, covenant or agreement contained in this Agreement, or
any event or circumstance shall occur as a result of which any such
representation and warranty shall not be true as of, and as if made on, any
date after the date hereof, which, in each case, would result in a failure of a
condition set forth in paragraph 5.2.1 or 5.2.2 and cannot be or is not cured
prior to the Termination Date.

   6.5  Effect of Termination and Abandonment.

      6.5.1  Effect of Termination.  In the event of termination of this
   Agreement and the abandonment of the Transactions pursuant to this Article
   VI, this Agreement (other than as set forth in Section 7.1) shall become
   void and of no effect with no liability on the part of either Party



                                      31

   (or of any of its Representatives); provided, however, that, subject to
   Section 7.1, no such termination shall relieve either Party of any liability
   for damages resulting from any breach of this Agreement or from any
   obligation to pay, if applicable, the Carnival Termination Amount (as
   defined below) or the P&O Princess Termination Amount (as defined below), as
   the case may be, pursuant to Section 6.5.2 or 6.5.3.

      6.5.2  Carnival Break Fee.  In the event that (i) this Agreement is
   terminated by either Carnival or P&O Princess pursuant to Section 6.2(iii)
   and at the time of the Carnival Shareholders Meeting an Acquisition Proposal
   exists with respect to Carnival; or (ii) this Agreement is terminated by P&O
   Princess pursuant to Section 6.4(i), 6.4(ii) or 6.4(iii) (solely with
   respect to a breach of Section 4.2), then if any Acquisition Proposal
   involving Carnival is implemented or completed on or before the day which is
   18 months after the date of this Agreement, Carnival shall promptly, but in
   no event later than two days after the date of such implementation or
   completion, pay to P&O Princess a termination payment equal to the Carnival
   Termination Amount, which amount shall be exclusive of any expenses to be
   paid pursuant to Section 4.9, payable by wire transfer of same day funds.
   The term "Carnival Termination Amount" shall mean $49.4 million
   (representing 1 per cent of the market capitalisation of P&O Princess on
   January 7, 2003). Carnival acknowledges that the agreements contained in
   this Section 6.5.2 are an integral part of the Transactions, and that,
   without these agreements, P&O Princess would not enter into this Agreement;
   accordingly, if Carnival fails promptly to pay any amount due pursuant to
   this Section 6.5.2, and, in order to obtain such payment, P&O Princess
   commences a suit which results in a judgment against Carnival for the
   payment set forth in this Section 6.5.2, Carnival shall pay to P&O Princess
   its costs and expenses (including attorneys' fees) in connection with such
   suit, together with interest on the Carnival Termination Amount from each
   date for payment until the date of such payment at the prime rate of
   Citibank N.A. in effect on the date such payment was required to be made
   plus 2 percent.

      6.5.3  P&O Princess Break Fee.  In the event that (i) this Agreement is
   terminated by either Carnival or P&O Princess pursuant to Section 6.2(iv)
   and at the time of the P&O Princess Shareholders Meeting an Acquisition
   Proposal exists with respect to P&O Princess; or (ii) this Agreement is
   terminated by Carnival pursuant to Section 6.3(i), 6.3(ii) or 6.3(iii)
   (solely with respect to a breach of Section 4.2 then if any Acquisition
   Proposal involving P&O Princess is implemented or completed on or before the
   day which is 18 months after the date of this Agreement, P&O Princess shall
   promptly, but in no event later than two days after the date of such
   implementation or completion, pay to Carnival a termination payment equal to
   the P&O Princess Termination Amount, which amount shall be exclusive of any
   expenses to be paid pursuant to Section 4.9, payable by wire transfer of
   same day funds. The term "P&O Princess Termination Amount" shall mean $49.4
   million (representing 1 per cent. of the market capitalisation of P&O
   Princess on January 7, 2003). P&O Princess acknowledges that the agreements
   contained in this Section 6.5.3 are an integral part of the Transactions,
   and that, without these agreements, Carnival would not enter into this
   Agreement; accordingly, if P&O Princess fails promptly to pay any amount due
   pursuant to this Section 6.5.3, and, in order to obtain such payment,
   Carnival commences a suit which results in a judgment against P&O Princess
   for the payment set forth in this Section 6.5.3, P&O Princess shall pay to
   Carnival its costs and expenses (including attorneys' fees) in connection
   with such suit, together with interest on the P&O Princess Termination
   Amount from each date for payment until the date of such payment at the
   prime rate of Citibank N.A. in effect on the date such payment was required
   to be made plus 2 percent.



                                      32


                                  ARTICLE VII

                           Miscellaneous and General

   7.1  Survival.  This Article VII and the agreements of Carnival and P&O
Princess contained in Sections 4.8 (Benefits and Other Matters) and 4.9
(Expenses) shall survive the Effective Time. This Article VII (other than
Section 7.2 (Modification or Amendment), Section 7.3 (Waiver of Conditions) and
Section 7.11 (Assignment)), the representations and warranties contained in
Section 3.1.3 (Corporate Authority; Approval and Fairness), the agreements of
Carnival and P&O Princess contained in Section 4.9 (Expenses), Section 6.5
(Effect of Termination and Abandonment) and the last sentence of Section 4.6
(Access) and Section 4.11.7 and 4.11.8 shall survive the termination of this
Agreement. All other representations, warranties, agreements and covenants in
this Agreement shall not survive the Effective Time or the termination of this
Agreement. Notwithstanding the foregoing, no termination of this Agreement
shall relieve any Party from liability for any breach by it of its covenants
and agreements in this Agreement prior to such termination; provided that the
sole remedy of any Party for any breach by the other Party of any
representation or warranty in this Agreement other than those in Section 3.1.3
(Corporate Authority; Approval; and Fairness) shall be the right (if any) to
terminate this Agreement pursuant to clause (iii) of Section 6.3 or Section
6.4, as applicable.

   7.2  Modification or Amendment.  This Agreement may be modified or amended
by agreement of the Parties, by action taken or authorized by their respective
boards of directors, at any time prior to the Effective Time; provided,
however, that, after approval by shareholders of the matters presented at the
Carnival Shareholders Meeting or the P&O Princess Shareholders Meeting, no
modification or amendment shall be made which under applicable Law requires
further approval by such shareholders without such further approval. This
Agreement may not be modified or amended except by an instrument in writing
executed and delivered by duly authorized officers of each of the Parties.

   7.3  Waiver of Conditions.  Any provision of this Agreement may be waived
prior to the Effective Time if, and only if, such waiver is in writing and
signed by the Party against whom the waiver is to be effective. For the
purposes of Article V, P&O Princess may waive any condition contained in
Section 5.2 and Carnival may waive any condition contained in Section 5.3.

   7.4  Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure or
delay by any Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. Except as otherwise herein provided, the rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by Law.

   7.5  Counterparts.  This Agreement may be executed in any number of
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.

   7.6  GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.

      7.6.1  Governing Law And Venue.  THIS AGREEMENT SHALL BE DEEMED TO BE
   MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY
   AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
   CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The Parties hereby
   irrevocably submit to the jurisdiction of the Federal courts of the United
   States of America located in the Borough of Manhattan, New York State solely
   (or, if such jurisdiction is refused by such Federal courts, the Supreme
   Court of the State of New York, located in the Borough of Manhattan) in
   respect of the interpretation and enforcement of the provisions of this
   Agreement and in respect of the Transactions and thereby waive, and agree
   not to assert, as a defense in any action, suit or



                                      33

   proceeding for the interpretation or enforcement hereof, that it is not
   subject thereto or that such action, suit or proceeding may not be brought
   or is not maintainable in said courts or that the venue thereof may not be
   appropriate or that this Agreement may not be enforced in or by such courts,
   and the Parties irrevocably agree that all claims with respect to such
   action or proceeding shall be heard and determined in such a Federal court.
   The Parties hereby consent to and grant any such court jurisdiction over the
   person of such Parties and over the subject matter of such dispute and agree
   that mailing of process or other papers in connection with any such action
   or proceeding in the manner provided in Section 7.7 (Notices), or in such
   other manner as may be permitted by Law, shall be valid and sufficient
   service thereof.

      7.6.2  WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
   CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
   COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
   IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
   TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
   OUT OF OR RELATING TO THIS AGREEMENT OR THE "TRANSACTIONS." EACH PARTY
   CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF
   ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
   PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
   WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
   OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
   (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
   OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.6.

   7.7  Notices.  Notices, requests, instructions or other documents to be
given under this Agreement shall be in writing and shall be deemed given, (i)
when sent if sent by facsimile, provided that the facsimile is promptly
confirmed by telephone confirmation thereof or (ii) when delivered, if
delivered personally to the intended recipient or sent by overnight delivery
via a national courier service, and in each case, addressed to a Party at the
following address for such Party:

       if to Carnival:

       Carnival Corporation
       3655 N.W. 87th Avenue
       Miami, Florida 33l78-2428
       Attention: Chairman and Chief Executive Officer
       Facsimile: (305) 477-1740

       with copies to

       Carnival Corporation
       3655 N.W. 87th Avenue
       Miami, Florida 33178-2428
       Attention: General Counsel
       Facsimile: (305) 477-1740

       and

       James M. Dubin, Esq.
       Paul, Weiss, Rifkind, Wharton & Garrison LLP
       1285 Avenue of the Americas
       New York, New York 10019-6064
       Facsimile: (212) 757-3990



                                      34


       and

       Anthony Macaulay
       Herbert Smith
       Exchange Square
       Primrose Street
       London EC2A 2HS
       Facsimile: (44) 20-7374 0888

       if to P&O Princess:

       P&O Princess Cruises plc
       77 New Oxford Street
       London WC1A 1PP
       Attention: Chief Executive Officer
       Facsimile: (44) 20-7805-1240

       with copies to

       P&O Princess Cruises plc
       77 New Oxford Street
       London WC1A 1PP
       Attention: General Counsel
       Facsimile: (44) 20-7805-1240

       Duncan C. McCurrach, Esq.
       Sullivan & Cromwell LLP
       125 Broad Street
       New York, New York 10004
       Facsimile: (212) 558-3588

       and

       Mark Rawlinson
       Freshfields Bruckhaus Deringer
       65 Fleet Street
       London EC4Y 1HS
       Facsimile: (44) 20-7832-7001

or to such other Persons or addresses as may be designated in writing by the
Party to receive such notice as provided above.

   7.8  Entire Agreement.  This Agreement (including the exhibits, annexes and
schedules hereto), the Carnival Disclosure Letter, the P&O Princess Disclosure
Letter, the Stockholder Voting Agreement and the Confidentiality Agreement
constitute the entire agreement, and supersede all other prior agreements,
understandings, representations and warranties both written and oral, between
the Parties with respect to the subject matter hereof. References herein to
this Agreement shall for all purposes be deemed to include references to the
Carnival Disclosure Letter and the P&O Princess Disclosure Letter. Except as
set forth in Section 4.8.1, this Agreement is not intended to confer upon any
Person other than the Parties any rights or remedies hereunder except the
individuals who were directors of either Party on or prior to the Effective
Time shall be deemed third party beneficiaries with respect to Section 4.8, as
applicable. No employee or former employee of Carnival or P&O Princess who is
not a director of Carnival or P&O Princess shall be deemed a third party
beneficiary with respect to any provision of this Agreement. EACH PARTY HERETO
AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY, NEITHER CARNIVAL NOR P&O
PRINCESS MAKES



                                      35

ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER
REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES WITH
RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT, OR THE "TRANSACTIONS",
NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER'S
REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY
ONE OR MORE OF THE FOREGOING.

   7.9  Severability.  The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision unless the substitution of such provision would materially frustrate
the express intent and purposes of this Agreement or the Equalization and
Governance Agreement and (b) the remainder of this Agreement and the
application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or
the application thereof, in any other jurisdiction.

   7.10  Interpretation.  The table of contents and headings herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.
Where a reference in this Agreement is made to a Section or Exhibit, such
reference shall be to a Section of or Exhibit to this Agreement unless
otherwise indicated. Whenever the words "include," "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by the words
"without limitation." As used herein with respect to any Party, a matter shall
be deemed to be "material" only if it is material to the Party and its
Subsidiaries taken as a whole. A reference to any agreement or document is to
that agreement or document as amended, novated, supplemented, varied or
replaced from time to time, except to the extent prohibited by this Agreement.
A reference to any legislation (including any listing rules of a stock exchange
or voluntary codes) or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for
it and all rules and regulations and statutory instruments promulgated and
issued under it. Nothing in this Agreement or the DLC Documents will mean or be
taken to imply that P&O Princess or Carnival have agreed to dispose of or to
acquire any interest in the assets or undertakings of either of them. The
parties hereto acknowledge that this Agreement (including the Exhibits and
Schedules hereto) has been drafted jointly by the parties hereto and agree that
this Agreement will not be construed against any party as a result of any role
such party may have had in the drafting process.

   7.11  Assignment.  This Agreement shall not be assignable by operation of
law or otherwise, and any purported assignment in violation of this provision
shall be void.

   7.12  No Partnership.  Neither this Agreement nor the DLC Transactions are
intended for any legal, tax or other purpose to (i) alter the status of P&O
Princess and Carnival as separate, independent entities (taxed respectively and
exclusively as a United Kingdom and a Panamanian non-resident corporation),
(ii) result in any of Carnival, P&O Princess, their respective Subsidiaries, or
their respective shareholders being treated as creating an entity or otherwise
entering into any partnership, joint venture, association or agency
relationship, or (iii) give either Party (or its respective Subsidiaries or
shareholders) any legal or beneficial ownership interest in the assets or
income of the other Party, and shall not be construed as having such effect.



                                      36


   7.13  Special Shares.  The parties agree for all United States federal
income tax purposes to treat both the Carnival Special Share and the P&O
Princess Special Share as not constituting stock or any other equity interest
in Carnival or P&O Princess or any other entity.

   IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of Carnival and P&O Princess as of the date hereof.

                                          CARNIVAL CORPORATION

                                          By:  /s/  Micky
                                            Arison
                                              ----------------------------------
                                              Name: Micky Arison
                                              Title: Chairman & Chief Executive
                                              Officer

                                          P&O PRINCESS CRUISES PLC

                                          By:  /s/  Peter G. Ratcliffe
                                              ----------------------------------
                                              Name: Peter G. Ratcliffe
                                              Title: Chief Executive Officer



                                                                      Annex A-2

                                                                    AGREED FORM

                                 DATED   2003
                                 ----- - ----

                             CARNIVAL CORPORATION

                                      and

                           P&O PRINCESS CRUISES PLC

                  ------------------------------------------
                     EQUALIZATION AND GOVERNANCE AGREEMENT
                  ------------------------------------------



                                   CONTENTS



                                                                  Page
                                                                  ----
                                                            
         1.  Definitions and Interpretation......................   1
         2.  Boards of P&O Princess and Carnival.................   9
         3.  Equalization of Distributions.......................   9
         4.  Capital Actions.....................................  10
         5.  Joint Electorate Actions............................  14
         6.  Separate Approvals of Class Rights Actions..........  15
         7.  Meetings and Voting.................................  17
         8.  Change of Control of either P&O Princess or Carnival  18
         9.  Stock Exchanges.....................................  18
         10. Liquidation.........................................  18
         11. Termination.........................................  19
         12. Consequences of Termination.........................  20
         13. Personal Rights Only................................  20
         14. Issue of Equalization Shares........................  21
         15. Relationship with other Documents...................  21
         16. Miscellaneous.......................................  21
         17. Notices.............................................  22
         18. Counterparts........................................  22
         19. Governing Law.......................................  22
         20. Arbitration.........................................  22




                     EQUALIZATION AND GOVERNANCE AGREEMENT

THIS AGREEMENT is made on [.] 2003 between:

(1)CARNIVAL CORPORATION, a Panamanian corporation having its principal place of
   business at Carnival Place, 3655 N.W. 87th Avenue, Miami, Florida,
   33178-2428 ("Carnival"); and

(2)P&O PRINCESS CRUISES PLC, a public limited company incorporated in England
   and Wales (Registered No. 4039524) having its registered office at 77 New
   Oxford Street, London WC1A 1PP ("P&O Princess").

WHEREAS:

(A)P&O Princess and Carnival entered into the Implementation Agreement,
   pursuant to which P&O Princess and Carnival have agreed to do certain acts
   and things to implement the DLC Combination and create certain rights for
   the Carnival Shareholders and the P&O Princess Shareholders in respect of
   their interests in the combined enterprise.

(B)P&O Princess and Carnival wish to agree upon the terms of the ongoing
   relationship between them following the DLC Combination, the basic
   principles being that:

    (i)the two companies shall operate as if they were a single unified
       economic entity; and

   (ii)the Equalization Ratio shall govern the proportion in which
       distributions of income and capital are made to, and the relative voting
       rights of, the holders of Carnival Common Stock relative to the holders
       of P&O Princess Ordinary Shares.

1. Definitions and Interpretation

    1.1Definitions

       In this Agreement, unless the context otherwise requires:

       "Action" means, in relation to Carnival or P&O Princess, any action
       affecting the amount or nature of issued share capital of such company,
       including any non-cash Distribution, offer by way of rights, bonus
       issue, sub-division or consolidation, or buy-back;

       "Applicable Exchange Rate" means, in relation to any proposed
       Distributions by P&O Princess and Carnival in relation to which a
       foreign exchange rate is required, the average of the closing mid-point
       spot US dollar-sterling exchange rate on the five Business Days ending
       on the Business Day before the Distribution Determination Date relating
       to such Distributions (as shown in the London Edition of the Financial
       Times, or such other point of reference as the parties shall agree), or
       such other spot US dollar-sterling exchange rate or average US
       dollar-sterling exchange rate as at such other date (or over such other
       period) before a Distribution Determination Date as the Boards of P&O
       Princess and Carnival shall agree, in each case rounded to five decimal
       places;

       "Applicable Regulations" means:

       (a)any law, statute, ordinance, regulation, judgement, order, decree,
          licence, permit, directive or requirement of any Governmental Agency
          having jurisdiction over P&O Princess and/or Carnival; and

       (b)the rules, regulations, and guidelines of:

           (i)any stock exchange or other trading market on which any shares or
              other securities or depositary receipts representing such shares
              or securities of either P&O Princess or Carnival are listed,
              traded or quoted; and

                                       1



          (ii)any other body with which entities with securities listed or
              quoted on such exchanges customarily comply,

(but, if not having the force of law, only if compliance with such directives,
requirements, rules, regulations or guidelines is in accordance with the
general practice of persons to whom they are intended to apply) in each case
for the time being in force and taking account all exemptions, waivers or
variations from time to time applicable (in particular situations or generally)
to P&O Princess or, as the case may be, Carnival;

       "Associated Tax Credit" means, in relation to any Distribution proposed
       to be made by either P&O Princess or Carnival, the amount of any imputed
       or associated Tax credit or rebate or exemption (or the value of any
       other similar associated Tax benefit) which would be available to a
       shareholder receiving or entitled to receive the Distribution, together
       with the amount of any credit or benefit in respect of any tax required
       to be deducted or withheld from the Distribution by or on behalf of the
       paying company;

       "Board" means the Board of P&O Princess or the Board of Carnival as the
       context may require;

       "Board of Carnival" means the board of directors of Carnival (or a duly
       appointed committee of that board) from time to time;

       "Board of P&O Princess" means the board of directors of P&O Princess (or
       a duly appointed committee of that board) from time to time;

       "Business Day" means any day other than a Saturday, Sunday or day on
       which banking institutions in the City of New York, London or the Cayman
       Islands are authorised or obligated by law or executive order to close
       in the United States or England (or on which such banking institutions
       are open solely for trading in euros);

       "Carnival Articles" means the Third Amended and Restated Articles of
       Incorporation of Carnival which will be in effect immediately following
       Completion, as amended from time to time;

       "Carnival Articles and By-laws" means the Carnival Articles and the
       By-laws of Carnival which will be in effect immediately following
       Completion, as amended from time to time;

       "Carnival Common Stock" means the issued and outstanding common stock,
       par value US$0.01 per share, of Carnival from time to time, as the same
       may be subdivided or consolidated from time to time and any capital
       stock into which such common stock may be reclassified, converted or
       otherwise changed;

       "Carnival Convertible Instruments" means the $600,000,000 2% Convertible
       Senior Debentures due 2021; and the $1,051,175,000 Liquid Yield Option
       Notes due 2021 (Zero Coupon-Senior);

       "Carnival Entrenched Provision" has the meaning given to it in the
       Carnival Articles and By-laws;

       "Carnival Equalization Share" means any share designated as an
       equalization share in Carnival from time to time by the Board of
       Carnival;

       "Carnival Equivalent Number" means the number of shares of Carnival
       Common Stock that have the same rights to distributions of income and
       capital and voting rights as one P&O

                                       2



                                       3

       Princess Ordinary Share. Initially, the Carnival Equivalent Number shall
       be 0.30040 but shall be adjusted as provided in Clause 4 and the
       Schedule. In all cases, the Carnival Equivalent Number shall be rounded
       to five decimal places;

       "Carnival Group" means Carnival and its Subsidiaries from time to time
       and a member of the Carnival Group means any one of them;

       "Carnival Guarantee" means the deed of guarantee of even date herewith
       between Carnival and P&O Princess whereby Carnival agrees to guarantee
       certain obligations of P&O Princess for the benefit of certain future
       creditors of P&O Princess, as amended from time to time;

       "Carnival SVC" means Carnival SVC Limited, a company incorporated in
       England and Wales with registered number [.] or such other company as
       replaces Carnival SVC Limited pursuant to the terms of the SVE Special
       Voting Deed;

       "Carnival Special Voting Share" means the special voting share of
       US$0.01 in Carnival;

       "Carnival SVC Owner" means [.] or such other entity as shall be agreed
       between P&O Princess and Carnival;

       "Class Rights Action" means any of the actions listed in Clause 6.1;

       "Combined Group" means the P&O Princess Group and the Carnival Group;

       "Combined Shareholders" means the holders of Carnival Common Stock and
       the holders of P&O Princess Ordinary Shares;

       "Completion" means the time at which the steps set out in Section 2.2
       (Transaction to be Effected and Documents to be Exchanged) of the
       Implementation Agreement have been completed;

       "Current Market Price" has the meaning given to it in Paragraph 3 of the
       Schedule;

       "Dealing Day" has the meaning given to it in Paragraph 3 of the Schedule;

       "Disenfranchised Carnival Common Stock" has the meaning given to that
       term in the Carnival Articles;

       "Disenfranchised P&O Ordinary Shares" has the meaning given to that term
       in the P&O Princess Articles of Association;

       "Disenfranchised Shares" means the Disenfranchised P&O Ordinary Shares
       and the Disenfranchised Carnival Common Stock;

       "Dispute" has the meaning given to it in Clause 20(A);
       "Distributable Reserves" means, with respect to any Distribution by
       Carnival or P&O Princess, the total funds available to such company
       which it is permitted to use to pay or make such Distribution under the
       Applicable Regulations relating to Carnival or P&O Princess, as the case
       may be;
       "Distribution" means, in relation to Carnival or P&O Princess, any
       dividend or other distribution, whether of income or capital, and in
       whatever form, made by such company or



       any of its Subsidiaries to the holders of such company's Shares,
       including for the purposes of this definition Disenfranchised Shares, by
       way of pro rata entitlement, excluding any Liquidation Distribution or
       buy-back or repurchase or cancellation of Shares;
       "Distribution Determination Date" means, with respect to any parallel
       Distributions to be made by Carnival and P&O Princess, the date on which
       the Board of P&O Princess and the Board of Carnival resolve to pay or
       make such parallel Distributions (or, if they resolve on different dates
       to pay or make such parallel Distributions, the later of those dates);
       "DLC Combination" means the combination of Carnival and P&O Princess by
       means of a dual listed company structure effected pursuant to this
       Agreement and the transactions contemplated hereby, including the SVE
       Special Voting Deed, the Carnival Articles and By-laws, the P&O Princess
       Memorandum and Articles, the Carnival Guarantee and the P&O Princess
       Guarantee;
       "DLC Structure" means the structure created by the DLC Combination;
       "DLC Transactions" has the meaning given to that term in the
       Implementation Agreement;
       "Equalization Distribution Amount" means, in relation to either P&O
       Princess or Carnival, the amount of any Distribution proposed to be paid
       or made by such company at any particular time on its Shares, before
       deduction of any amount in respect of Tax required to be deducted or
       withheld from such Distribution by or on behalf of such company and
       excluding the amount of any Associated Tax Credit, all such amounts
       being expressed in the currency of declaration and on a per share basis;
       "Equalization Ratio" means, at any time, the ratio of (i) one P&O
       Princess Ordinary Share to (ii) the Carnival Equivalent Number at such
       time;
       "Equalization Share" means, in relation to P&O Princess, the P&O
       Princess Equalization Share and, in relation to Carnival, the Carnival
       Equalization Share;
       "equity equivalents" has the meaning given in Clause 4.4(A);
       "Equivalent Distribution" has the meaning given in Clause 3.1;

       "Equivalent Resolution" means a resolution of either P&O Princess or
       Carnival that is equivalent in nature and effect to a resolution of the
       other company;

       "Fair Market Value" has the meaning given to it in Paragraph 3 of the
       Schedule;

       "Final Award" has the meaning given to it in Clause 20(D);

       "Financial Period" means a financial year of either P&O Princess or
       Carnival or any other period for which both of their accounts may by
       mutual agreement be made up;

       "Governmental Agency" means a court of competent jurisdiction or any
       government or any governmental, regulatory, self-regulatory or
       administrative authority, agency, commission,

                                       4



       body or other governmental entity and shall include any relevant
       competition authorities, the UK Panel on Takeovers and Mergers, the
       European Commission, the London Stock Exchange, the UK Listing
       Authority, the U.S. Securities and Exchange Commission and the NYSE;

       "Group" means, in relation to P&O Princess, the P&O Princess Group and,
       in relation to Carnival, the Carnival Group as the context requires;

       "Guarantee" means each of the P&O Princess Guarantee and the Carnival
       Guarantee;

       "Implementation Agreement" means the agreement headed "Offer and
       Implementation Agreement" entered into between P&O Princess and Carnival
       dated as of 8 January 2003;

       "Joint Electorate Action" has the meaning given in Clause 5.1;

       "Joint Electorate Procedure" means the procedures referred to in Clause
       5.2;

       "Liquidation" means, with respect to either Carnival or P&O Princess,
       any liquidation, winding up, receivership, dissolution, insolvency or
       equivalent or analogous proceedings pursuant to which the assets of such
       company will be liquidated and distributed to creditors and other
       holders of provable claims against such company;

       "Liquidation Distribution" means, in relation to Carnival or P&O
       Princess, any dividend or other distribution per Share, whether of
       income or capital, and in whatever form, made or to be made by such
       company or any of its Subsidiaries to the holders of such company's
       Shares by way of pro rata entitlement in connection with the Liquidation
       of such company;

       "Liquidation Exchange Rate" means, as at any date, the average of the
       closing mid-point spot US dollar-sterling exchange rate on the five
       Business Days ending on the Business Day before such date (as shown in
       the London Edition of the Financial Times), or such other US
       dollar-sterling exchange rate as the Boards of P&O Princess and Carnival
       or the Board of P&O Princess and liquidators of Carnival or the Board of
       Carnival and the liquidators of P&O Princess or the liquidators of both
       P&O Princess and Carnival, as the case may be, may determine, in each
       case rounded to five decimal places;

       "London Stock Exchange" means the London Stock Exchange plc;

       "Majority Resolution" means, with respect to Carnival or P&O Princess, a
       resolution duly approved at a meeting of the shareholders of such
       company by the affirmative vote of a majority of all the votes Voted on
       such resolution by all shareholders of such company entitled to vote
       thereon (including, where appropriate, the holder of the Special Voting
       Share of such company) who are present in person or by proxy at such
       meeting;

       "Matching Action" has the meaning given in Clause 4.5;

       "Net Assets" has the meaning given in Clause 10.2;

       "NYSE" means the New York Stock Exchange, Inc.;

       "P&O Princess Articles of Association" means the Articles of Association
       of P&O Princess which will be in effect immediately following
       Completion, as amended from time to time;


                                       5



       "P&O Princess Entrenched Provision" has the meaning given to it in the
       P&O Princess Memorandum and Articles;

       "P&O Princess Equalization Share" means the equalization share of
       (pound)1 in the capital of P&O Princess;

       "P&O Princess ADS" means an American Depositary Share of P&O Princess,
       each of which currently represents four P&O Princess Ordinary Shares,
       which is listed on NYSE;

       "P&O Princess Guarantee" means the deed of guarantee of even date
       herewith between P&O Princess and Carnival whereby P&O Princess agrees
       to guarantee certain obligations of Carnival for the benefit of certain
       future creditors of Carnival, as amended from time to time;

       "P&O Princess Group" means P&O Princess and its Subsidiaries from time
       to time and a member of the P&O Princess Group means any one of them;

       "P&O Princess Memorandum and Articles" means the Memorandum and Articles
       of Association of P&O Princess which will be in effect immediately
       following Completion, as amended from time to time;

       "P&O Princess Ordinary Shares" means the issued ordinary shares of
       US$0.50 each in P&O Princess from time to time (including the underlying
       ordinary shares to each P&O Princess ADS), as the same may be subdivided
       or consolidated from time to time and any ordinary shares into which
       such class of shares may be reclassified, converted or otherwise changed;

       "P&O Princess SVT" means P&O Princess Special Voting Trust, a trust
       organized under the laws of the Caymen Islands or such other entity as
       replaces it pursuant to the terms of the SVE Special Voting Deed;

       "P&O Princess Special Voting Share" means the special voting share of
       (pound)1 in P&O Princess;

       "P&O Princess Trustee" means [.], as trustee of P&O Princess SVT
       pursuant to the P&O Princess SVT Agreement (or any successor trustee
       appointed pursuant to Section 7.06 thereof);

       "P&O Princess SVT Agreement" means the P&O Princess Special Voting Trust
       Deed establishing P&O Princess SVT between P&O Princess Trustee and
       Carnival, of even date herewith as amended from time to time;

       "Parallel Shareholder Meeting" means, in relation to Carnival or P&O
       Princess, any meeting of the shareholders of that company which is:

       (a)nearest in time to, or is actually contemporaneous with, the meeting
          of the shareholders of the other company and at which some or all of
          the same resolutions or some or all the Equivalent Resolutions are to
          be considered;

       (b)designated by the Board of Carnival or the Board of P&O Princess, as
          the case may be, as the parallel meeting of a particular meeting of
          shareholders of the other company;

       "Primary Action" has the meaning given in Clause 4.5;


                                       6



       "Relevant Company" has the meaning given in Paragraph 1.1 of the
       Schedule;

       "Repurchase" means:

       (a)a repurchase of shares in the capital of P&O Princess having voting
          rights by any member of the P&O Princess Group or a reduction by P&O
          Princess of its issued Ordinary share capital;

       (b)a repurchase of Carnival Common Stock by any member of the Carnival
          Group; or

       (c)a purchase of shares in the capital of P&O Princess having voting
          rights by any member of the Carnival Group; or

       (d)a purchase of Carnival Common Stock by any member of the P&O Princess
          Group;

       provided that the purchase of P&O Princess Ordinary Shares in the Offer
       (as defined in the Implementation Agreement) shall not be deemed to be a
       Repurchase.

       "Required Majority" has the meaning given in Clause 6.2;

       "Shares" means, in relation to P&O Princess, the P&O Princess Ordinary
       Shares which, for the avoidance of doubt shall not include
       Disenfranchised P&O Ordinary Shares (except where stated to the
       contrary) and, in relation to Carnival, the Carnival Common Stock which,
       for the avoidance of doubt shall not include Disenfranchised Carnival
       Common Stock (except where stated to the contrary);

       "Special Voting Share" means, in relation to Carnival, the Carnival
       Special Voting Share and, in relation to P&O Princess, the P&O Princess
       Special Voting Share;

       "sterling" means the lawful currency from time to time of the United
       Kingdom;

       "Subsidiary" means with respect to Carnival or P&O Princess, any entity,
       whether incorporated or unincorporated, in which such company owns,
       directly or indirectly, a majority of the securities or other ownership
       interests having by their terms ordinary voting power to elect a
       majority of the directors or other persons performing similar functions,
       or the management and policies of which such party otherwise has the
       power to direct;

       "Supermajority Resolution" means, with respect to Carnival or P&O
       Princess, a resolution required by Applicable Regulations and/or the
       Carnival Articles and By-laws or the P&O Princess Memorandum and
       Articles, as relevant, to be approved by a higher percentage of votes
       Voted than required under a Majority Resolution, or where the percentage
       of votes Voted in favour and against the resolution is required to be
       calculated by a different mechanism to that required by a Majority
       Resolution;

       "SVE Special Voting Deed" means the agreement of even date herewith
       entered into among Carnival SVC, the Carnival SVC Owner, the P&O
       Princess Trustee, P&O Princess and Carnival relating, inter alia, to how
       each Special Voting Share is to be voted, as amended from time to time;

       "Tax" means any taxes, levies, imposts, deductions, charges,
       withholdings or duties levied by any authority (including stamp and
       transaction duties) (together with any related interest, penalties,
       fines and expenses in connection with them);

       "Tax Benefit" means any credit, rebate, exemption or benefit in respect
       of Tax available to any person;

                                       7



       "Tribunal" has the meaning given to it in Clause 20(B);

       "UK Listing Authority" means the Financial Services Authority in its
       capacity as competent authority for the purposes of Part VI of the UK
       Financial Services and Markets Act 2000;

       "US Securities Exchange Act" means the U.S. Securities Exchange Act of
       1934; and

       "Voted" means the number of votes recorded in favour of and against a
       particular resolution at a shareholders' meeting of either P&O Princess
       or Carnival by holders of Shares, holders of any other class of shares
       entitled to vote and (where appropriate) the holder of the relevant
       Special Voting Share PROVIDED THAT votes recorded as abstentions by
       holders of Carnival Common Stock or P&O Princess Ordinary Shares (or any
       other class of shares entitled to vote) shall not be counted as having
       been Voted for these purposes.

    1.2Interpretation

       Headings are for convenience only and do not affect interpretation. The
       following rules of interpretation apply unless the context requires
       otherwise.

       (A)The singular includes the plural and conversely.

       (B)One gender includes all genders.

       (C)Where a word or phrase is defined, its other grammatical forms have a
          corresponding meaning.

       (D)A reference to a person includes a body corporate, an unincorporated
          body or other entity and conversely.

       (E)A reference to a Clause or a Schedule is to a Clause of or a Schedule
          to this Agreement, and the Schedule forms part of this Agreement.

       (F)A reference to any agreement or document is to that agreement or
          document as amended, novated, supplemented, varied or replaced from
          time to time, except to the extent prohibited by this Agreement.

       (G)A reference to any legislation (including any listing rules of a
          stock exchange or voluntary codes) or to any provision of any
          legislation includes any modification or re-enactment of it, any
          legislative provision substituted for it and all regulations and
          statutory instruments issued under it.

       (H)A reference to "writing" includes a facsimile transmission and any
          means of reproducing words in a tangible and permanently visible form.

       (I)Mentioning anything after "include", "includes", or "including" does
          not limit what else might be included. Where particular words are
          following by general words, the general words are not limited by the
          particular.

       (J)Reference to a body, other than a party to this Agreement (including
          any Governmental Agency), whether statutory or not:

           (i)which ceases to exist; or

          (ii)whose powers or functions are transferred to another body,

          is a reference to the body which replaces it or which substantially
          succeeds to its powers or functions.

                                       8



                                       9


       (K)All references to "time" are to the local time in the place where the
          relevant obligation is to be performed (or right exercised).

       (L)References in this Agreement to "US$" and "cents" are to United
          States dollars and cents and to "(pound)" and "p" are to pounds
          sterling and to pence sterling.

       (M)References to an offer by way of rights by Carnival or P&O Princess
          are to any type of offer (whether renounceable or non-renounceable)
          made by such company to the holders of its Shares in proportion to
          their holdings at the relevant time, subject to such exclusions or
          other arrangements as the relevant Board may deem necessary or
          expedient in relation to fractional entitlements or legal or
          practical difficulties with making the offer under any Applicable
          Regulations of or in any jurisdiction.

       (N)References to "party" or "parties" in this Agreement are to the
          parties to this Agreement.

2. Boards of P&O Princess and Carnival

    2.1Board Principles

       P&O Princess and Carnival agree that the following principles are
       essential to the implementation, management and operation of the DLC
       Structure:

       (A)P&O Princess and Carnival must operate as if they were a single
          unified economic entity, through boards of directors which comprise
          exactly the same individuals and a unified senior executive
          management, and the Combined Shareholders shall be treated as if they
          were shareholders of a combined enterprise; and

       (B)the directors of P&O Princess and Carnival shall, in addition to
          their duties to the company concerned, have regard to the interests
          of the other company and both the holders of P&O Princess Ordinary
          Shares and the holders of Carnival Common Stock as if the two
          companies were a single unified legal entity.

    2.2Board Composition

       Each of Carnival and P&O Princess will therefore do (and will, to the
       extent it is able, procure that each member of its Group will do) all
       acts and things necessary and within their respective powers to ensure
       that at all times the Board of P&O Princess and the Board of Carnival
       comprise exactly the same individuals.

    2.3Indemnification of Directors

       Each of Carnival and P&O Princess will take all actions necessary or
       desirable to ensure that the directors of each company shall be
       indemnified by such company and the other company for any acts or
       omissions by such directors in their capacity as a director of such
       company, to the maximum permitted by Applicable Regulations PROVIDED
       THAT nothing in this paragraph shall affect the obligations provided for
       in Section 4.8.1 (Director and Officer Liability) of the Implementation
       Agreement.

3. Equalization of Distributions

    3.1Equalization Principle

       3.1.1  Subject to the other provisions of this Agreement, neither
              Carnival nor P&O Princess shall pay or make any Distribution in
              cash unless the other company also pays or makes a Distribution
              in cash at or about the same time and the ratio of the
              Equalization Distribution Amount so paid or made by Carnival to
              the Equalization Distribution Amount so paid or made by P&O
              Princess (converted, if applicable, at



                                      10

              the Applicable Exchange Rate for such Distributions and rounded
              to five decimal places) equals the Equalization Ratio in effect
              on the Distribution Determination Date for such Distributions
              (each, an "Equivalent Distribution")

       3.1.2  Subject to Clause 3.1.3, neither Carnival nor P&O Princess shall
              declare or otherwise become obligated to pay or make a
              Distribution in cash unless (i) on the date on which such
              declaration is made or such obligation is created, the other
              company has sufficient Distributable Reserves to make an
              Equivalent Distribution with respect to such Distribution; or
              (ii) such company agrees to pay, and does pay, to the other
              company (before such other company pays or makes such
              Distribution) the minimum amount required by the other company so
              that it will have sufficient Distributable Reserves to pay or
              make such an Equivalent Distribution. Notwithstanding compliance
              with the preceding sentence, if either of Carnival or P&O
              Princess shall have declared or otherwise become obligated to pay
              or make an Equivalent Distribution and does not have sufficient
              Distributable Reserves to pay or make such Equivalent
              Distribution when due, then the other company shall pay to such
              company the minimum amount required by such company so that it
              will have sufficient Distributable Reserves to pay or make such
              Equivalent Distribution; PROVIDED HOWEVER that if the other
              company does not have sufficient Distributable Reserves to pay or
              make in full both the Equivalent Distribution that it declared or
              became obligated to make and the payment required by this
              sentence, then (1) such other company shall only pay or make the
              portion of that Equivalent Distribution (and any related payment
              that would have been required by this sentence in respect of such
              portion if it were the entire Equivalent Distribution that it had
              declared or became obligated to make) that it can make out of its
              Distributable Reserves; and (2) the first company shall only pay
              or make the portion of its Equivalent Distribution that it can
              make out of its Distributable Reserves following receipt of such
              payment.

       3.1.3  For the purposes of Clause 3.1.2, the amount a company is
              required to pay the other company shall be determined after
              taking into account all Taxes payable by, and all Tax Benefits
              of, the parties with respect to the payment or receipt of such
              payment and any such payment may be made on the Equalization
              Share issued by the paying party if both Boards deem it
              appropriate.

    3.2Timing of Equalized Distributions

       The parties agree that, insofar as is practical, the Boards of P&O
       Princess and Carnival shall:

       (A)in relation to any proposed cash Distribution, agree the amount of
          the Equivalent Distribution to be made by each company;

       (B)determine to pay or recommend to pay Equivalent Distributions at
          Board meetings convened as close in time to each other as is
          practicable;

       (C)announce and pay their Equivalent Distributions simultaneously or as
          close in time as is practicable;

       (D)ensure that the record dates for receipt of the Equivalent
          Distributions are on the same date; and

       (E)generally co-ordinate the timing of all other aspects of the payment
          or making of Equivalent Distributions.

4. Capital Actions

    4.1Equalization Principle

       The capital of the DLC Structure is to be deployed and managed in the
       most effective way for the benefit of the Combined Shareholders. Solely
       for purposes of construing the provisions of



                                      11

       this Clause 4 and the Schedule, and without providing an independent
       basis for requiring any adjustment to the Carnival Equivalent Number or
       the Equalization Ratio or other action hereunder, Carnival and P&O
       Princess further intend to undertake Actions in such a way as will not
       give rise to a materially different financial effect as between the
       interests of the holders of Carnival Common Stock and the interests of
       the holders of P&O Princess Ordinary Shares, unless approved as a Class
       Rights Action.

    4.2Automatic Adjustment

       If any Action by Carnival or P&O Princess is covered by the Schedule,
       then an automatic adjustment to the Carnival Equivalent Number (and
       therefore the Equalization Ratio) will occur pursuant to such Schedule
       unless the Board of the other company, in its sole discretion,
       undertakes:

       (A)a Matching Action; or

       (B)an alternative to such automatic adjustment, that has been approved
          as such by a Class Rights Action,

       it being understood that the Board of the other company is under no
       obligation to undertake any such Matching Action or to seek approval as
       a Class Rights Action of any such alternative.

    4.3Other Actions

       If any Action by Carnival or P&O Princess is not covered by the
       Schedule, then no automatic adjustment to the Carnival Equivalent Number
       or the Equalization Ratio will occur but the Board of the other company
       shall have the right (in its sole discretion), but not the obligation
       (i) to undertake a Matching Action; or (ii) to seek approval of an
       adjustment to the Carnival Equivalent Number (and therefore the
       Equalization Ratio) as a Class Rights Action in order to ensure that the
       proposed Action does not give rise to materially different financial
       effects as between the interests of the holders of Carnival Common Stock
       and the interests of holders of P&O Princess Ordinary Shares. In all
       cases, the Boards of P&O Princess and Carnival will co-operate in
       deciding what (if any) Actions or Matching Actions to undertake.

    4.4No Adjustment Required

       Notwithstanding any other provision of this Clause 4 or the Schedule, no
       adjustment to the Carnival Equivalent Number or the Equalization Ratio
       will be required on the following Actions:

       (A)grants or issuances by Carnival or P&O Princess of their equity
          securities, or securities convertible into, or exchangeable or
          exercisable for, their equity securities ("equity equivalents"),
          under scrip dividend or dividend reinvestment schemes where the
          market value of the equity securities or equity equivalents granted
          or issued (determined in the manner customary for such schemes or
          plans in the jurisdictions in which they operate) is equal to, or
          less than, the cash amount of the dividend waived or reinvested;

       (B)issuances of equity securities or equity equivalents by either P&O
          Princess or Carnival pursuant to a share or stock option or purchase
          or other benefit plan to or on behalf of any one or more of the
          directors, officers, employees or consultants (in their capacity as
          such) of such company or any of its Subsidiaries, which plans are
          either:

           (i)in existence prior to the date of this Agreement; or



                                      12


          (ii)approved by the relevant Board and as otherwise required by
              Applicable Regulations;

       (C)any issuance of Carnival Common Stock under the Carnival Convertible
          Instruments;

       (D)other issuances by Carnival or P&O Princess of its equity securities
          or equity equivalents to any person, including for acquisitions,
          other than by way of rights to the holders of its Shares as a class;

       (E)repurchases or buy-backs by Carnival or P&O Princess of its Shares as
          follows:

           (i)in the market in an offer (1) not made by way of rights to the
              holders of its Shares; or (2) in compliance with Rule 10b-18
              (under the US Securities Exchange Act);

          (ii)(other than under the preceding sub-clause (i)) at or below
              market price of such Shares (1) in the case of a repurchase or
              buy-back at a fixed price, on the Dealing Day immediately
              preceding the date on which such repurchase or buy-back is
              announced; or (2) otherwise, on the Dealing Day immediately
              preceding the date on which such repurchase or buy-back is made;

         (iii)any purchase by Carnival of Excess Shares (as defined in the
              Carnival Articles and By-laws) under Article XIII of the Carnival
              Articles (or any equivalent amended articles of Carnival's
              Articles);

          (iv)any purchase pursuant to the provisions of the Carnival Articles
              and By-laws or the P&O Princess Memorandum and Articles referred
              to in Clause 8; and

           (v)pro rata by way of rights to the Combined Shareholders at the
              same amount of premium to the market value of the relevant Shares
              (as adjusted by the Equalization Ratio);

       (F)Matching Actions;

       (G)the issue of an Equalization Share in accordance with Clause 14 by
          either party;

       (H)any purchase, cancellation or reduction of Disenfranchised P&O
          Ordinary Shares;

       (I)any purchase, cancellation or reduction of Disenfranchised Carnival
          Common Stock; and

       (J)any distribution of shares of beneficial interest in the P&O Princess
          SVT by Carnival in accordance with the Pairing Agreement among P&O
          Princess Trustee, Carnival and the transfer agent thereunder, of even
          date herewith.

    4.5Matching Action

       For the purposes of this Agreement, a "Matching Action" means, in
       relation to an Action in respect of the holders of Shares of Carnival or
       P&O Princess (the "Primary Action"), an Action in respect of the holders
       of Shares in the other company which the Board of such other company
       determines (i) has a financial effect on the holders of the Shares of
       such other company equivalent (but not necessarily identical) to the
       financial effect of the Primary Action on the holders of Shares of the
       company undertaking the Primary Action; and (ii) does not materially
       disadvantage the holders of the Shares of either company. In making the
       determination referred to in the preceding sentence:

       (A)the Board of such other company shall consider the then existing
          Equalization Ratio, the timing of the Primary Action and any proposed
          Matching Action, and any other relevant circumstances;



                                      13


       (B)in relation to any Action, when calculating any economic return to
          the holders of P&O Princess Ordinary Shares or Carnival Common Stock,
          any Tax or Tax Benefit shall be disregarded; and

       (C)the Boards of Carnival and P&O Princess shall have no obligation to
          take into account any fluctuations in exchange rates or in the market
          value of any securities or any other changes in circumstances arising
          after the date on which the Boards of Carnival and P&O Princess, as
          the case may be, decide to undertake a particular Matching Action.

    4.6Boards' Decisions Final

       The decision as to whether an Action is a Matching Action shall be a
       decision solely for the Boards of P&O Princess and Carnival, which may
       obtain appropriate professional advice in connection with such
       determination if they, in their sole discretion, consider it to be
       appropriate. Any such decision made by the Boards of P&O Princess and
       Carnival in accordance with this Clause 4 shall be final and binding.

    4.7Repurchase of Shares

       4.7.1  From the date of this Agreement until the second anniversary of
              the date of this Agreement:

              (A)no P&O Princess Ordinary Shares (other than P&O Princess
                 Ordinary Shares which, immediately prior to such Repurchase,
                 were Disenfranchised P&O Ordinary Shares) or other shares in
                 the capital of P&O Princess carrying voting rights shall be
                 Repurchased; and

              (B)Carnival Common Stock may be Repurchased without restriction.

       4.7.2  From the second anniversary of the date of this Agreement until
              the fifth anniversary of the date of this Agreement:

              (A)Carnival Common Stock may be Repurchased without restriction;
                 and

              (B)during each twelve month period commencing on an anniversary
                 of this Agreement, P&O Princess Ordinary Shares representing
                 not more than 5% of the total aggregate number of issued P&O
                 Princess Ordinary Shares and other shares in the capital of
                 P&O Princess carrying voting rights (including for the purpose
                 of this provision any Disenfranchised P&O Ordinary Shares) as
                 of the beginning of such twelve month period may be
                 Repurchased.

       4.7.3  From the fifth anniversary of the date of this Agreement:

              (A)there shall be no restriction on the Repurchase of Carnival
                 Common Stock; and

              (B)there shall be no restriction on the Repurchase of P&O
                 Princess Ordinary Shares.

       4.7.4  All Repurchases shall be made in accordance with Applicable
              Regulations.

    4.8Issuance of Shares

       4.8.1  From the date of this Agreement until the second anniversary of
              the date of this Agreement:

              (A)no shares in the capital of P&O Princess carrying voting
                 rights or securities convertible into or exercisable for such
                 shares (other than an Equalization Share and the P&O Princess
                 Special Voting Share) shall be issued to any member of the
                 Carnival Group except where such shares or securities are
                 issued on a pre-emptive basis to all shareholders of P&O
                 Princess; and



                                      14


              (B)no shares in the capital of Carnival carrying voting rights or
                 securities convertible into or exercisable for such shares
                 (other than an Equalization Share) shall be issued to any
                 member of the P&O Princess Group except where such shares or
                 securities are issued on a pre-emptive basis to all
                 shareholders of Carnival.

       4.8.2  From the second anniversary of the date of this Agreement until
              the fifth anniversary of the date of this Agreement:

              (A)during each twelve month period commencing on an anniversary
                 of this Agreement, shares in the capital of P&O Princess
                 carrying voting rights or securities convertible into or
                 exercisable for such shares representing (in the aggregate, on
                 an as-converted basis) not more than 5% of the total aggregate
                 voting power of the outstanding shares in the capital of P&O
                 Princess carrying voting rights and the shares issuable upon
                 conversion or exercise of such securities (including any
                 Disenfranchised P&O Ordinary Shares) as of the beginning of
                 such twelve month period may be issued to a member of the
                 Carnival Group; and

              (B)during each twelve month period commencing on an anniversary
                 of this Agreement, shares in the capital of Carnival carrying
                 voting rights or securities convertible or exercisable for
                 into such shares representing (in the aggregate, on an
                 as-converted basis) not more than 5% of the total aggregate
                 voting power of the outstanding shares in the capital of
                 Carnival carrying voting rights and the shares issuable upon
                 conversion or exercise of such securities (including for the
                 purpose of this provision any Disenfranchised Carnival Common
                 Stock) as of the beginning of such twelve month period may be
                 issued to a member of the P&O Princess Group.

       4.8.3  From the fifth anniversary of the date of this Agreement:

              (A)there shall be no restriction on the issue of Carnival Common
                 Stock to a member of the P&O Princess Group; and

              (B)there shall be no restriction on the issue of P&O Princess
                 Ordinary Shares to a member of the Carnival Group.

       4.8.4  All issuances of shares by Carnival and P&O Princess shall be
              made in accordance with Applicable Regulations.

5. Joint Electorate Actions

    5.1Joint Electorate Actions

       5.1.1  All actions put to shareholders of either P&O Princess or
              Carnival, except for Class Rights Actions (see Clause 6 below) or
              resolutions of a procedural or technical nature (see Clause 7.5
              below), will be Joint Electorate Actions in accordance with the
              Joint Electorate Procedure set forth in clause 5.2 below.

       5.1.2  For the avoidance of doubt, the following actions, if put to the
              holders of P&O Princess Ordinary Shares or the holders of
              Carnival Common Stock, will be put to the Combined Shareholders
              as Joint Electorate Actions:

              (A)the appointment, removal or re-election of any director of
                 Carnival or P&O Princess, or both of them;

              (B)to the extent such receipt or adoption is required by
                 Applicable Regulations, the receipt or adoption of the
                 financial statements of P&O Princess or Carnival, or both of
                 them, or accounts prepared on a combined basis, other than any
                 accounts in respect of the period(s) ended prior to the date
                 of Completion;



                                      15


              (C)a change of name by P&O Princess or Carnival, or both of them;
                 or

              (D)the appointment or removal of the auditors of P&O Princess or
                 Carnival, or both of them.

    5.2Joint Electorate Procedure

       Subject to Clause 7.4, all Joint Electorate Actions shall be approved in
       accordance with the Joint Electorate Procedure. A Joint Electorate
       Action shall be approved under the Joint Electorate Procedure if, and
       only if, such action shall have been approved by:

       (A)a Majority Resolution of P&O Princess (or, if the P&O Princess
          Memorandum and Articles or Applicable Regulations require the action
          to be approved by Supermajority Resolution of the holders of the P&O
          Princess Ordinary Shares, by a Supermajority Resolution); and

       (B)a Majority Resolution of Carnival (or, if the Carnival Articles and
          By-laws or Applicable Regulations require the action to be approved
          by Supermajority Resolution of the holders of the Carnival Common
          Stock, by a Supermajority Resolution).

    5.3Disenfranchised P&O Ordinary Shares

       If at any relevant time the rights attached to Disenfranchised P&O
       Ordinary Shares enable the holders of such shares to vote at any general
       meeting or class meeting of the Company then all references in Clauses
       5.1 and 5.2 to:

       (A)shareholders of P&O Princess;

       (B)holders of P&O Princess Ordinary Shares; and

       (C)Combined Shareholders,

       shall include the holders of such Disenfranchised P&O Ordinary Shares
       and such persons shall have the right to vote such shares on Joint
       Electorate Actions, Class Rights Actions of P&O Princess and procedural
       resolutions in the same manner as the holders of P&O Princess Ordinary
       Shares for the purposes of Clauses 5, 6 and 7.

    5.4Disenfranchised Carnival Common Stock

       If at any relevant time the rights attached to Disenfranchised Carnival
       Common Stock enable the holders of such shares to vote at any general
       meeting or class meeting of the Company then all references in Clauses
       5.1 and 5.2 to:

       (A)shareholders of Carnival;

       (B)holders of Carnival Common Stock; and

       (C)Combined Shareholders,

       shall include the holders of such Disenfranchised Carnival Common Stock
       and such persons shall have the right to vote such shares on Joint
       Electorate Actions, Class Rights Actions of Carnival and procedural
       resolutions in the same manner as holders of Carnival Common Stock for
       the purposes of Clauses 5, 6 and 7.

6. Separate Approvals of Class Rights Actions

    6.1Class Rights Action

       Notwithstanding anything to the contrary contained in this Agreement, if
       either P&O Princess or Carnival proposes to take any of the following
       actions:

       (A)the voluntary Liquidation of such company for which the approval of
          shareholders is required by Applicable Regulations or otherwise
          sought other than a voluntary Liquidation



                                      16

          of both companies at or about the same time with the purpose or
          effect of no longer continuing the operation of the businesses of the
          companies as a combined going concern and not as part of a scheme,
          plan, transaction, or series of related transactions the primary
          purpose or effect of which is to reconstitute all or a substantial
          part of such businesses in one or more successor entities;

       (B)the sale, lease exchange or other disposition of all or substantially
          all of the assets of such company, other than in a bona fide
          commercial transaction undertaken for a valid business purpose in
          which such company receives consideration with a fair market value
          reasonably equivalent to the assets disposed of and not as a part of
          a scheme, plan, transaction or series of related transactions the
          primary purpose or effect of which is to collapse or unify the DLC
          Structure;

       (C)any adjustment to the Carnival Equivalent Number or the Equalization
          Ratio otherwise than in accordance with the provisions of this
          Agreement;

       (D)except where specifically provided for in the relevant agreements,
          any amendment to the terms of, or termination of, this Agreement, the
          SVE Special Voting Deed, the P&O Princess Guarantee or the Carnival
          Guarantee (including, for the avoidance of doubt, the voluntary
          termination of either Guarantee);

       (E)any amendment to, removal or alteration of the effect of (which shall
          include the ratification of any breach of) any P&O Princess
          Entrenched Provision or any Carnival Entrenched Provision;

       (F)any amendment to, removal or alteration of the effect of (which shall
          include the ratification of any breach of) Article XII or XIII of the
          Carnival Articles that would cause, or at the time of implementation
          would be reasonably likely to cause, an Exchange Event described in
          clause (a) of the definition of such term in the P&O Princess
          Articles of Association to occur; and

       (G)the doing of anything which the Boards of Carnival and P&O Princess
          agree (either in a particular case or generally), in their absolute
          discretion, should be approved as a Class Rights Action,

       each of them agrees with the other that it shall only take such action
       after it has been approved as a Class Rights Action in accordance with
       this Clause 6.

    6.2Approvals of Class Rights Action

       A Class Rights Action shall require approval by a Majority Resolution of
       each company, unless Applicable Regulations and/or the Carnival Articles
       and By-laws and the P&O Princess Memorandum and Articles (as relevant)
       require such Class Rights Action to be approved as a Supermajority
       Resolution by either or both companies, in which case it shall be
       approved as a Supermajority Resolution by the relevant company or
       companies to which such requirement applies (the "Required Majority").

    6.3Class Rights Procedure

       A Class Rights Action must be approved separately by the Required
       Majority of (i) the holders of the Carnival Common Stock and the holders
       of any other class of shares of Carnival that are entitled to vote
       pursuant to Applicable Regulations and/or the Carnival Articles and
       By-laws; and (ii) the holders of the P&O Princess Ordinary Shares and
       the holders of any other class of shares of P&O Princess that are
       entitled to vote pursuant to Applicable Regulations and/or the P&O
       Princess Memorandum and Articles. Each of Carnival and P&O Princess will
       convene a shareholders meeting at which the holders of its Shares and
       the holder of its



                                      17

       Special Voting Share (and the holders of any other relevant class of
       shares) may vote upon the Class Rights Action together as a single class
       on a poll; PROVIDED THAT the holder of the relevant Special Voting Share
       shall not vote on such resolution unless the Class Rights Action is not
       approved by the Required Majority of the holders of Shares (and any
       other relevant class of shares) of the other company, in which case the
       holder of the Special Voting Share shall cast all votes to which the
       Special Voting Share is entitled against such resolution in accordance
       with the Carnival Articles and By-laws (in the case of the Carnival
       Special Voting Share) or in accordance with the P&O Princess Articles of
       Association (in the case of the P&O Princess Special Voting Share).

7. Meetings and Voting

    7.1Obligations to convene meetings

       In relation to both Joint Electorate Actions and Class Rights Actions:

       (A)each party shall, as soon as practicable, convene a meeting of its
          shareholders for the purpose of considering a resolution to approve
          the Joint Electorate Action or Class Rights Action;

       (B)each party shall endeavour to ensure such meetings are held on dates
          as close together as is practicable; and

       (C)the parties shall co-operate fully with each other in preparing
          resolutions, explanatory memoranda or any other information or
          material required in connection with the proposed Joint Electorate
          Action or Class Rights Action.

    7.2Poll

       Each of P&O Princess and Carnival agrees with the other that any
       resolution proposed at a meeting of its shareholders in relation to
       which the holder of the P&O Princess Special Voting Share, or the holder
       of the Carnival Special Voting Share, is or may be entitled to vote
       shall be decided on by a poll (i.e. by tabulation of individual votes)
       and not, for the avoidance of doubt, on a show of hands.

    7.3Timing of Poll

       7.3.1  P&O Princess agrees with Carnival that any poll in which the
              holder of the P&O Princess Special Voting Share is or may be
              entitled to vote shall (as regards the P&O Princess Special
              Voting Share) be kept open for such time as to allow the
              corresponding general meeting of Carnival to be held and for the
              votes attaching to the P&O Princess Special Voting Share to be
              calculated and cast on such poll, although such poll may be
              closed earlier in respect of shares of other classes.

       7.3.2  Carnival agrees with P&O Princess that any poll on which the
              holder of the Carnival Special Voting Share is or may be entitled
              to vote shall (as regards the Carnival Special Voting Share) be
              kept open for such time as to allow the corresponding general
              meeting of P&O Princess to be held and for the votes attaching to
              the Carnival Special Voting Share to be calculated and cast on
              such poll, although such poll may be closed earlier in respect of
              shares of other classes.

    7.4Discretionary Matters

       The Boards of P&O Princess and Carnival may by agreement (subject to
       Applicable Regulations):

       (A)decide to seek the approval of the shareholders (or any class of
          shareholders) of either or both of P&O Princess and Carnival for any
          matter that would not otherwise require such approval;



                                      18


       (B)require any Joint Electorate Action to be approved instead as a Class
          Rights Action; or

       (C)specify a higher majority vote than the majority that would otherwise
          be required for any shareholder vote provided for in Clauses 5 and 6.

    7.5Procedural Resolutions

       Notwithstanding anything to the contrary contained in this Agreement,
       resolutions of Carnival or P&O Princess of a procedural or technical
       nature (and which do not adversely affect the other company or its
       shareholders in any material respect) shall not constitute Joint
       Electorate Actions or Class Rights Actions and will be voted on by the
       relevant company's shareholders voting separately, and neither Special
       Voting Share will have any vote on those resolutions. Resolutions which
       will constitute resolutions of a procedural or technical nature may
       include any resolution:

       (A)that certain people be allowed to attend or excluded from attending
          the meeting;

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

       (C)that the question under discussion not be put to the vote;

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

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

       (F)to adjourn the meeting.

8. Change of Control of Either P&O Princess or Carnival

   Carnival and P&O Princess shall co-operate with each other in the prompt
   enforcement of the provisions of Articles XIV and XV of the Carnival
   Articles and Articles 277 to 286 of the P&O Princess Articles of Association
   to the full extent possible under law.

9. Stock Exchanges

   Each of P&O Princess and Carnival will, and so far as it is able will ensure
   that each of its Subsidiaries will, ensure that it is in a position to
   comply with obligations imposed on it by all stock exchanges on which either
   or both of the parties' shares (or other securities or depository receipts
   representing such shares or securities) are from time to time listed, quoted
   or traded.

10.Liquidation

     10.1Liquidation Principle

         If either or both of Carnival and/or P&O Princess goes into any
         voluntary or involuntary Liquidation, Carnival and P&O Princess will,
         subject to Clause 10.2 below, make and receive such payments or take
         such other actions required to ensure that the holders of Shares
         (which, for the avoidance of doubt in this Clause 10 do not include
         the holders of Disenfranchised Shares) of each entity would, had each
         entity gone into Liquidation on the same date, be entitled to receive
         a Liquidation Distribution which is equivalent on a per Share basis in
         accordance with the then existing Equalization Ratio, having regard to
         the Liquidation Exchange Rate but ignoring any shareholder Tax or Tax
         Benefit.



                                      19


     10.2Liquidation Procedure

         10.2.1 To establish the amount payable under Clause 10.1, each of
                Carnival and P&O Princess will determine the amount of assets
                (if any) it will have available for distribution in a
                Liquidation on the date of Liquidation (or notional date of
                Liquidation) to holders of its Shares after payment of all its
                debts and other financial obligations, including any tax costs
                associated with the realisation of any assets on a Liquidation
                and any payments due on any preference shares (its "Net
                Assets"). To the extent that the Net Assets of one company
                would enable it to make a Liquidation Distribution to the
                holders of its Shares that is greater than the Liquidation
                Distribution that the other company could pay from its Net
                Assets to the holders of its Shares, adjusting such comparative
                Liquidation Distribution in accordance with the then existing
                Equalization Ratio and having regard to the Liquidation
                Exchange Rate, but ignoring any shareholder Tax (including any
                withholding Tax required to be deducted by the company
                concerned) or Tax Benefit, then, subject to Clause 10.2.2, such
                company will make a balancing payment (or take any other
                balancing action described in Clause 10.3 below) in such amount
                as will ensure that both companies may make equivalent
                Liquidation Distributions to the holders of their Shares in
                accordance with the then existing Equalization Ratio and having
                regard to the Liquidation Exchange Rate, but ignoring any
                shareholder Tax (including any withholding Tax required to be
                deducted by the company concerned) or Tax Benefit, PROVIDED
                ALWAYS THAT no company need make a balancing payment (or take
                any other action) as described in this Clause 10.2 if it would
                result in neither the holders of Carnival Common Stock nor the
                holders of P&O Princess Ordinary Shares being entitled to
                receive any Liquidation Distribution at all.

         10.2.2 For purposes of Clause 10.2.1, the amount a company is required
                to pay the other company shall be determined after taking into
                account all Taxes payable by, and all Tax credits, losses or
                deductions of, the parties with respect to the payment or
                receipt of such payment and any such payment may be made on the
                Equalization Share issued by the paying party if both Boards
                deem it appropriate.

     10.3Liquidation Actions

         In giving effect to the principle regarding a Liquidation of Carnival
         and/or P&O Princess described above, Carnival and P&O Princess shall
         take such action as may be required to give effect to that principle,
         which may include:

         (A) making a payment (of cash or in specie) to the other company;

         (B) issuing shares (which may include the Equalization Share) to the
             other party or to holders of Shares of the other party and making
             a distribution or return on such Shares; or

         (C) taking any other action that the Boards of Carnival and P&O
             Princess shall both consider appropriate to give effect to that
             principle.

         Any action other than a payment of cash by one company to the other
         shall require the prior approval of the Boards of both companies.

11.Termination

   Either Carnival or P&O Princess may terminate this Agreement:

    (A)on the mutual agreement of both parties (upon approval as a Class Rights
       Action);



                                      20

    (B)if either party becomes a wholly-owned Subsidiary of the other; or

    (C)after all Liquidation obligations under Clause 10 have been satisfied.

12.Consequences of Termination

     12.1Non Dual-Listed Group

         In any combination of Carnival and P&O Princess into a single non
         dual-listed group, the consideration to be received by the holders of
         Shares in the two companies will be calculated by reference to the
         applicable Equalization Ratio.

     12.2Other Circumstances

         12.2.1 In any other circumstances of termination of the DLC Structure,
                the Boards of Carnival and P&O Princess will use their
                reasonable endeavours to agree a termination proposal to be put
                to their shareholders which the Boards consider to be equitable
                to both the holders of Carnival Common Stock and the holders of
                P&O Princess Ordinary Shares, at the applicable Equalization
                Ratio and using an exchange rate agreed by the parties (failing
                which, such exchange rate to be determined by an independent
                accounting firm). If the Boards cannot agree on the proposal to
                be put to their respective holders of Shares, each Board will
                appoint an independent accounting firm to establish the value
                of its company as at the proposed date of termination. The two
                accounting firms will use the same principles of valuation. If
                the accounting firms fail to agree on each other's valuation of
                any company, then a third independent accounting firm shall be
                appointed to finally determine the value of such company or
                companies. If, subject to Clause 12.2.2, the agreed/determined
                respective values of each company on a per Share basis (using
                the agreed or determined exchange rate) are not equivalent in
                accordance with the Equalization Ratio at the proposed date of
                termination then a balancing payment, or other balancing action
                agreed by the companies, will be made by one company to the
                other as appropriate in such amount as will ensure that such
                values are equivalent in accordance with such Equalization
                Ratio.

         12.2.2 For purposes of Clause 12.2.1, the amount a company is required
                to pay the other company shall be determined after taking into
                account all Taxes payable by, and all Tax credits, losses or
                deductions of, the parties with respect to the payment or
                receipt of such payment and any such payment may be made on the
                Equalization Share issued by the paying party if both Boards
                deem it appropriate.

13.Personal rights only

     13.1Contracts (Rights of Third Parties) Act 2001

         The parties to this Agreement do not intend that any term of this
         Agreement should be enforceable, by virtue of the Contracts (Rights of
         Third Parties) Act 2001, by any person who is not a party to this
         Agreement.

     13.2Personal rights

         For the avoidance of doubt, the provisions of this Agreement are
         personal rights only. They do not, and are not intended to, create any
         proprietary right (including any proprietary right in any member,
         shareholder or creditor of P&O Princess or Carnival). These
         undertakings are not assignable, and cannot be subject to a mortgage,
         charge, pledge, encumbrance or other security interest. These
         undertakings do not survive any termination of this



                                      21

         Agreement. It is fundamental to the agreement of each of P&O Princess
         and Carnival to give these undertakings that they should be relied on
         solely by the other, and it is fundamental to the agreement of each of
         P&O Princess and Carnival to accept these undertakings that they
         should be performed solely by the other.

14.Issue of Equalization Shares

   The parties agree that the Board of P&O Princess and the Board of Carnival
   may agree to the issue of the P&O Princess Equalization Share to a member of
   the Carnival Group (against the nominal value of that share) and of the
   Carnival Equalization Share to a member of the P&O Princess Group (against
   the nominal value of that share), but that neither Carnival or P&O Princess
   shall issue its Equalization Share unless the Board of Carnival and the
   Board of P&O Princess shall have agreed to such issue.

15.Relationship with other documents

   In the event of any conflict between this Agreement on the one hand and on
   the other hand either of the P&O Princess Memorandum and Articles or the
   Carnival Articles and By-laws, the terms of this Agreement shall prevail and
   the parties shall use their best endeavours to ensure that any required
   amendment to the P&O Princess Memorandum and Articles or the Carnival
   Articles and By-laws, as is appropriate, is proposed at meetings of P&O
   Princess and/or as the case may be Carnival in order to conform it or them
   with the provisions of this Agreement.

16.Miscellaneous

     16.1Regulatory

         The parties will co-operate with each other from time to time to
         ensure that all information necessary or desirable for the making of
         (or responding to any requests for further information consequent
         upon) any notifications or filings made in respect of this Agreement,
         or the transactions contemplated hereunder, is supplied to the party
         dealing with such notification and filings and that they are properly,
         accurately and promptly made.

     16.2No assignment

         Neither of the parties may assign any of its rights or obligations
         under this Agreement in whole or in part without the approval of the
         other party.

     16.3No waiver

         No waiver by a party of a failure or failures by the other party to
         perform any provision of this Agreement shall operate or be construed
         as a waiver in respect of any other or further failure whether of a
         like or different character.

     16.4No partnership

         Neither this Agreement nor the DLC Transactions are intended for any
         legal, tax or other purpose to (i) alter the status of P&O Princess
         and Carnival as separate, independent entities (taxed respectively and
         exclusively as a United Kingdom and a Panamanian non-resident
         corporation), (ii) result in any of Carnival, P&O Princess, their
         respective Subsidiaries, or their respective shareholders being
         treated as creating an entity or otherwise entering into any
         partnership, joint venture, association or agency relationship, or
         (iii) give either party (or its respective Subsidiaries or
         shareholders) any legal or beneficial ownership interest in the assets
         or income of the other party, and shall not be construed as having
         such effect.



                                      22

     16.5Applicable Regulations

         Each of the obligations of the parties hereto shall be subject to any
         Applicable Regulations as in force from time to time. To the extent
         not prohibited by law, the parties will do all things necessary to
         remedy any situation where Applicable Regulations prevent any party
         from performing its obligations hereunder.

     16.6Severance

         If any of the provisions of this Agreement is or becomes invalid,
         illegal or unenforceable under any relevant law, the validity,
         legality or enforceability of the remaining provisions shall not in
         any way be affected or impaired. Notwithstanding the foregoing, the
         parties shall thereupon negotiate in good faith in order to agree the
         terms of a mutually satisfactory provision, achieving as nearly as
         possible the same commercial effect, to be substituted for the
         provision found to be invalid, illegal or unenforceable.

     16.7Amendment

         Any amendment to or termination of this Agreement shall be made in
         writing signed by duly authorised representatives of P&O Princess and
         Carnival. Any amendments to this Agreement which are formal or
         technical in nature and which are not materially prejudicial to the
         interests of the shareholders of either party or are necessary to
         correct any inconsistency or manifest error may be agreed between the
         Board of P&O Princess and the Board of Carnival. Any other amendment
         to this Agreement shall, for the avoidance of doubt, require approval
         by a Class Rights Action.

17.Notices

   Notices, requests, instructions or other documents to be given under this
   Agreement shall be in writing and shall be deemed given (i) when sent if
   sent by facsimile is promptly confirmed by telephone confirmation thereof;
   or (ii) when delivered, if delivered personally to the intended recipient or
   sent by overnight delivery via a national courier service, and in each case,
   addressed to such person or persons at such address or addresses as each
   party shall notify in writing to the other party at the address given at the
   head of this Agreement or thereafter at the relevant address for
   notification from time to time.

18.Counterparts

   This Agreement may be entered into in any number of counterparts, all of
   which taken together, shall constitute one and the same instrument. Either
   party may enter into this Agreement by signing any such counterpart.

19.Governing Law

   This Agreement shall be governed by and construed in accordance with the
   laws of the Isle of Man.

20.Arbitration

    (A)Any and all disputes, controversies or claims arising out of or in
       connection with this Agreement, any provision hereof, or any alleged
       breach hereof, and any and all disputes, controversies or claims
       relating to the validity of this Agreement (all of which are referred to
       herein as "Disputes"), even though some or all of such Disputes are
       alleged to be extra-contractual in nature, whether such Disputes sound
       in contract, tort or otherwise, at law or in equity, whether for
       damages, specific performance or other relief, shall be finally and
       exclusively determined by final and binding arbitration in accordance
       with this Clause 20.



                                      23


    (B)The arbitral tribunal (the "Tribunal") shall be composed of three
       arbitrators, which shall be appointed as follows: each party shall have
       the right to appoint one arbitrator; the two arbitrators so appointed
       shall then appoint a third arbitrator who shall serve as the Chairman of
       the Tribunal. A person or persons, entitled to appoint an arbitrator,
       shall appoint such arbitrator within ten (10) days of receiving notice
       from a party of the commencement of an arbitration, failing which such
       arbitrator shall, at the written request of either party, be appointed
       by the International Chamber of Commerce. At the initiation of a
       proceeding and upon the convening of the Tribunal, the arbitrators shall
       take an oath of neutrality and shall decide the matters presented to
       them based upon the evidence submitted in the proceeding and without
       regard to the origin or circumstances of their appointment or selection
       for service on the Tribunal.

    (C)The construction and interpretation of this Clause 20, and all rules of
       conduct of any arbitration conducted pursuant to this Clause 20
       (including procedural and evidentiary matters), shall be determined by
       the Tribunal. Unless otherwise unanimously agreed by the arbitrators,
       the venue of the arbitration shall be Miami, Florida, USA.

    (D)The Tribunal shall conduct a hearing as soon as reasonably practicable
       after a matter has been submitted for arbitration by a party and the
       members of the Tribunal have been selected. As the Tribunal may direct
       and without the necessity of subpoenas or other court orders, the
       parties shall make their agents, employees and witnesses available upon
       reasonable notice at reasonable times for deposition or for testimony at
       the hearing and shall respond to requests for documents. An award
       completely disposing of all Disputes (a "Final Award") shall be rendered
       by the Tribunal as soon as reasonably practicable after the hearing. The
       Tribunal shall not be required to submit a detailed statement of its
       reasons, but shall set forth concisely in the Final Award the amounts,
       actions, contractual responsibilities or other remedial conclusions that
       the Tribunal determines to be appropriate.

    (E)Each party acknowledges and agrees that in the event either party
       breaches any of its obligations under this Agreement, the other party
       would be irreparably harmed and could not be made whole by monetary
       damages alone. Both parties accordingly agree that the Tribunal shall
       have the authority to grant any party all appropriate non-monetary
       relief, including ordering a breaching party to comply fully with its
       obligations under the Agreement, ordering specific performance or
       granting temporary or permanent injunctive relief; PROVIDED, HOWEVER,
       that nothing in this Clause 20 shall be construed to limit the Tribunal
       in awarding monetary damages, whether as a sole remedy or together with
       remedies for specific performance and/or injunctive relief.

    (F)Any award made by the Tribunal shall be final and binding upon each
       party, each of which expressly waives all right to appeal or recourse to
       any court. The Final Award may be confirmed, and a judgement entered or
       enforced, in any court of competent jurisdiction in the United States or
       the United Kingdom.

    (G)The fees and expenses of the arbitrators shall be borne equally by the
       parties, but the Final Award may include such allocations and awards of
       the arbitrators' fees and expenses as the Tribunal determines is
       appropriate.

IN WITNESS whereof this Agreement has been executed on the date first written
above.



                                      24


                                   Schedule

            Automatic Adjustments to the Carnival Equivalent Number

1. Automatic Adjustments

    1.1Rights issue of Shares

       If either Carnival or P&O Princess (the "Relevant Company") shall offer
       its Shares to the holders of its Shares as a class by way of rights at
       less than the Current Market Price of such Shares, the Carnival
       Equivalent Number shall be adjusted by:

       (i)dividing the Carnival Equivalent Number by the following fraction
          where Carnival is the Relevant Company; and

      (ii)multiplying the Carnival Equivalent Number by the following fraction
          where P&O Princess is the Relevant Company:



                            K + L where L = Q   M
                            -----           -
                                       
                            K + M           P


       where:

       K is the number of Shares of the Relevant Company which rank for the
       relevant offer;

       M is the aggregate number of Shares being offered to the holders of
       Shares of the Relevant Company;

       P is the Current Market Price of one Share of the Relevant Company; and

       Q is the price per Share being offered to the holders of Shares of the
       Relevant Company.

       The adjustment to the Carnival Equivalent Number shall become effective
       from the later of the time at which the Shares of the Relevant Company
       are first traded ex-rights and the time at which the issue of the Shares
       becomes wholly unconditional.

    1.2Rights issue of other securities

       If the Relevant Company shall offer any securities (other than a rights
       issue of Shares described in paragraph 1.1 of this Schedule) to holders
       of its Shares as a class by way of rights, or grant to such shareholders
       as a class by way of rights, any options, warrants or other rights to
       subscribe for, purchase or sell any securities, Carnival Equivalent
       Number shall be adjusted by:

       (i)dividing the Carnival Equivalent Number by the following fraction
          where Carnival is the Relevant Company; and

      (ii)multiplying the Carnival Equivalent Number by the following fraction
          where P&O Princess is the Relevant Company:

                                     R - S
                                     -----
                                       R

       where:

       R is the Current Market Price of one Share; and

       S is the estimated Fair Market Value (calculated in the same currency as
       the Shares described in R above) of the portion of the rights
       attributable to one Share of the Relevant Company over any five
       consecutive Dealing Days determined by the Board of the Relevant Company
       during the twenty Dealing Days preceding the date on which the Shares
       are first traded ex-rights.



                                      25


       The adjustment to the Carnival Equivalent Number shall become effective
       from the later of the time at which the Shares of the Relevant Company
       are first traded ex-rights and the time at which the issue of the Shares
       becomes wholly unconditional.

    1.3Non cash distributions and share repurchases

       If the Relevant Company shall implement (i) any distribution of any
       non-cash assets; or (ii) any repurchase of its Shares involving an offer
       made to all or substantially all of its holders of Shares to repurchase
       their Shares at a premium to the Current Market Price of such shares,
       the Carnival Equivalent Number shall be adjusted by:

       (i)dividing the Carnival Equivalent Number by the following fraction
          where Carnival is the Relevant Company; and

      (ii)multiplying the Carnival Equivalent Number by the following fraction
          where P&O Princess is the Relevant Company:



                                        V
                                    T - U
                                    --- -
                                     
                                      T


       where:

       T is the Current Market Price of one Share of the Relevant Company;

       U is equal to the number of Shares of the Relevant Company prior to the
       non cash distribution or repurchase; and

       V is (i) in the case of a non cash distribution, the aggregate Fair
       Market Value of the assets distributed to shareholders of the Relevant
       Company; and (ii) in the case of a repurchase, the aggregate premium
       paid to holders of Shares; in either case denominated in the same
       currency as the Current Market Price referred to in T and disregarding
       the effect of any shareholder Taxes or Tax Benefits and/or any fees
       incurred in connection with the non-cash Distribution or repurchase.

       The adjustment to the Carnival Equivalent Number shall become effective
       immediately following implementation of the non-cash Distribution or
       repurchase.

    1.4Consolidation or subdivision of shares

       If there shall be a change to the number of Shares of the Relevant
       Company as a result of a consolidation or subdivision of shares, the
       Carnival Equivalent Number shall be adjusted by:

       (i)dividing the Carnival Equivalent Number by the following fraction
          where Carnival is the Relevant Company; and

      (ii)multiplying the Carnival Equivalent Number by the following fraction
          where P&O Princess is the Relevant Company:

                                      X
                                      -
                                      Y

       where:

       X is the number of Shares of the Relevant Company outstanding or in
       issue immediately before such alteration; and

       Y is the number of Shares of the Relevant Company outstanding or in
       issue immediately after such alteration.

       The adjustment to the Carnival Equivalent Number shall become effective
       immediately after the alteration takes effect.



                                      26


    1.5Bonus issue or stock dividend

       If the Relevant Company issues any Shares to holders of Shares for no
       consideration or solely by way of capitalisation of profits or reserves,
       the Carnival Equivalent Number shall be adjusted by:

       (i)dividing the Carnival Equivalent Number following fraction where
          Carnival is the Relevant Company; and

      (ii)multiplying the Carnival Equivalent Number by the following fraction
          where P&O Princess is the Relevant Company:

                                      X
                                      -
                                      Y

       where:

       X is the number of Shares of the Relevant Company outstanding
       immediately before the issue; and

       Y is the number of Shares of the Relevant Company outstanding
       immediately after such issue.

       The adjustment to the Carnival Equivalent Number shall become effective
       from the time the issue of such Shares becomes wholly unconditional.

2. Certification

   The auditors for the time being of P&O Princess and Carnival shall jointly
   certify the arithmetical adjustment to be made to the Carnival Equivalent
   Number in the circumstances set out in this Schedule where an adjustment is
   made to such Carnival Equivalent Number and any adjustments so certified
   shall, in the absence of manifest error, be final and binding on the parties
   and on all others affected thereby. P&O Princess and Carnival agree with
   each other to make and co-ordinate such public announcements as are
   appropriate in relation to any such adjustments, subject to the requirements
   of Applicable Regulations.

3. Definitions

   In this Schedule:

   "Current Market Price" means the average market price of one Share of the
   Relevant Company (on its primary or main stock exchange) calculated over any
   five consecutive Dealing Days determined by the Board of the Relevant
   Company during the twenty Dealing Days preceding:

       (i)in the case of P in paragraph 1.1 and R in paragraph 1.2, the date on
          which such Shares are first traded ex-rights; and

      (ii)in the case of T in paragraph 1.3, the date on which the non-cash
          distribution or repurchase is implemented;

   "Dealing Day" means, with respect to any relevant market for the Shares, a
   day on which trading is conducted in such market; and

   "Fair Market Value" means the fair market value determined by an investment
   bank of international repute appointed by agreement between the Boards of
   Carnival and P&O Princess, acting as expert and not as arbitrator and whose
   determination (in the absence of manifest error) shall be final and binding
   on the parties and on all others affected by such determination.



                                                                      Annex A-3

                                                                    AGREED FORM

             DATED                                           2003
             -----                                           ----

                             CARNIVAL CORPORATION

                            [CARNIVAL SVC] LIMITED

                           P&O PRINCESS CRUISES PLC

                             P&O PRINCESS TRUSTEE

                             [CARNIVAL SVC OWNER]

                               -----------------

                            SVE SPECIAL VOTING DEED

                               -----------------




                                   CONTENTS



 CLAUSE                                                                   PAGE
                                                                    
 1.  DEFINITIONS AND INTERPRETATION......................................   1
 2.  NOTIFICATION OF VOTES CAST ON JOINT ELECTORATE ACTIONS AT A PARALLEL
     SHAREHOLDER MEETING AND CALCULATION OF SPECIFIED NUMBER.............   8
 3.  NOTIFICATION OF OUTCOME ON VOTE ON CLASS RIGHTS ACTIONS.............   9
 4.  ATTENDANCE AT MEETINGS AND VOTING...................................   9
 5.  DEALINGS............................................................  13
 6.  OBLIGATIONS SUBJECT TO APPLICABLE REGULATIONS.......................  14
 7.  DEFAULT BY CARNIVAL OR P&O PRINCESS.................................  14
 8.  SUPPLY OF INFORMATION; CONFIDENTIALITY..............................  14
 9.  REMUNERATION AND EXPENSES OF SVES...................................  15
 10. POWER OF SVES.......................................................  16
 11. INDEMNITIES.........................................................  17
 12. ACTIVITIES..........................................................  18
 13. MANAGEMENT OF SVES..................................................  18
 14. AMENDMENTS TO THIS DEED.............................................  19
 15. DAMAGES NOT ADEQUATE REMEDY.........................................  19
 16. TERMINATION.........................................................  19
 17. GENERAL.............................................................  20




THIS SVE SPECIAL VOTING DEED is dated            2003

BETWEEN

(1)CARNIVAL CORPORATION, a Panamanian corporation, having its principal place
   of business at Carnival Place, 3655 N.W. 87/th/ Avenue, Miami, Florida,
   33178-2428 ("Carnival");

(2)CARNIVAL SVC LIMITED, a company incorporated in England and Wales
   (Registered No. [?]), having its registered office at [?] ("Carnival SVC");

(3)P&O PRINCESS CRUISES PLC, a company incorporated in England and Wales
   (Registered No 4039524) and having its registered office at 77 New Oxford
   Street, London, WC1A 1PP ("P&O Princess");

(4)[.], a        company, having its principal place of business at [.], in its
   capacity as the trustee (the "P&O Princess Trustee") of P&O Princess Special
   Voting Trust ("P&O Princess SVT"), a trust formed under the laws of the
   Cayman Islands pursuant to the Voting Trust Deed between Carnival and the
   P&O Princess Trustee of even date herewith (the "Voting Trust Deed"); and

(5)[.], a company incorporated in England and Wales (Registered No [.]), having
   its registered office at [.] (the "Carnival SVC Owner").

Recitals

(A)Carnival and P&O Princess entered into the Implementation Agreement pursuant
   to which Carnival and P&O Princess have agreed to do certain acts and things
   to implement the DLC Structure and create certain rights for the Carnival
   shareholders and the P&O Princess shareholders in respect of their indirect
   interests in the combined enterprise.

(B)Carnival SVC and the P&O Princess Trustee have agreed to carry out certain
   functions in accordance with the provisions of this Deed in connection with
   their ownership of the Carnival Special Voting Share and the P&O Princess
   Special Voting Share, respectively.

(C)The Carnival SVC Owner is the legal and beneficial owner of all the shares
   in Carnival SVC.

(D)The P&O Princess Trustee is the trustee of P&O Princess SVT.

IT IS AGREED on and from Completion as follows.

1. DEFINITIONS AND INTERPRETATION

    1.1Definitions

       The following definitions apply unless otherwise specified in this Deed:

       "Applicable Regulations" has the same meaning as in the Equalization
       Agreement;

       "Board of Carnival" means the board of directors of Carnival (or a duly
       appointed committee of that board) from time to time;

       "Boards of Carnival and P&O Princess" means the Board of Carnival and
       the Board of P&O Princess;

       "Board of P&O Princess" means the board of directors of P&O Princess (or
       a duly appointed committee of that board) from time to time;

       "Business Day" has the same meaning as in the Equalization Agreement;

       "Carnival Common Stock" has the meaning given to it in the Carnival
       Constitution;

                                      3



       "Carnival Constitution" means the Articles of Incorporation and the
       By-Laws of Carnival which will be in effect immediately following
       Completion, as amended from time to time;

       "Carnival Entrenched Provision" has the same meaning as in the Carnival
       Constitution;

       "Carnival Equivalent Number" has the same meaning as in the Equalization
       Agreement;

       "Carnival Guarantee" has the same meaning as in the Equalization
       Agreement;

       "Carnival Group" has the same meaning as in the Equalization Agreement;

       "Carnival Special Voting Share" means the special voting share of
       US$0.01 in Carnival;

       "Carnival Specified Numbers" means, in relation to a resolution to
       consider a Joint Electorate Action at a meeting of P&O Princess
       shareholders, (i) the number of votes Cast in favour of the Equivalent
       Resolution of Carnival at the Parallel Shareholder Meeting of Carnival
       shareholders divided by the Carnival Equivalent Number in effect at the
       time such meeting of P&O Princess shareholders is held rounded up to the
       nearest whole number; (ii) the number of votes Cast against the
       Equivalent Resolution of Carnival at the Parallel Shareholder Meeting of
       Carnival shareholders divided by the Carnival Equivalent Number in
       effect at the time such meeting of P&O Princess shareholders is held,
       rounded up to the nearest whole number; and (iii) the number of votes
       Cast as formal abstentions in relation to the Equivalent Resolution of
       Carnival at the Parallel Shareholder Meeting of Carnival shareholders
       divided by the Carnival Equivalent Number in effect at the time such
       meeting of P&O Princess shareholders is held, rounded up to the nearest
       whole number;

       "Cast" means, separately, the number of votes recorded (i) in favour;
       (ii) against; and (iii) formally abstained (including votes withheld) in
       accordance with the terms of the P&O Princess Articles or the Carnival
       Constitution (as applicable) by holders of Carnival Common Stock (and of
       any other stock in Carnival (other than the Carnival Special Voting
       Share) that from time to time are entitled to vote on the relevant
       resolution) or P&O Princess Ordinary Shares (and of any other shares in
       P&O Princess (other than the P&O Princess Special Voting Share) that
       from time to time are entitled to vote on the relevant resolution), as
       the context requires;

       "Class Rights Action" means any of the following actions by P&O Princess
       or Carnival:

       (i)the voluntary Liquidation of such company for which the approval of
          shareholders is required by Applicable Regulations or otherwise
          sought other than a voluntary Liquidation of both companies at or
          about the same time with the purpose or effect of no longer
          continuing the operation of the businesses of the companies as a
          combined going concern and not as part of a scheme, plan,
          transaction, or series of related transactions the primary purpose or
          effect of which is to reconstitute all or a substantial part of such
          businesses in one or more successor entities;

      (ii)the sale, lease exchange or other disposition of all or substantially
          all of the assets of such company, other than in a bona fide
          commercial transaction undertaken for a valid business purpose in
          which such company receives consideration with a fair market value
          reasonably equivalent to the assets disposed of and not as a part of
          a scheme, plan, transaction or series of related transactions the
          primary purpose or effect of which is to collapse or unify the DLC
          Structure;

     (iii)any adjustment to the Carnival Equivalent Number or the Equalization
          Ratio otherwise than in accordance with the provisions of the
          Equalization Agreement;

                                      4



      (iv)except where specifically provided for in the relevant agreements,
          any amendment to the terms of, or termination of, the Equalization
          Agreement, this Deed, the P&O Princess Guarantee or the Carnival
          Guarantee (including, for the avoidance of doubt, the voluntary
          termination of either Guarantee);

       (v)any amendment to, removal or alteration of the effect of (which shall
          include the ratification of any breach of) any P&O Princess
          Entrenched Provision or any Carnival Entrenched Provision;

      (vi)any amendment to, removal or alteration of the effect of (which shall
          include the ratification of any breach of) Article XII or XIII of the
          Carnival Articles that would cause, or at the time of implementation
          would be reasonably likely to cause, an Exchange Event described in
          clause (a) of the definition of such term in the P&O Princess
          Articles to occur; and

     (vii)the doing of anything which the Boards of Carnival and P&O Princess
          agree (either in a particular case or generally), in their absolute
          discretion, should be approved as a Class Rights Action;

       "Code" means the United States Internal Revenue Code of 1986, as
       amended, and Treasury Regulations promulgated thereunder.

       "Completion" means the time at which the steps set out in Section 2.2 of
       the Implementation Agreement have been completed;

       "Deal" in relation to property or an interest in property or the rights
       attaching to property, means transfer, assign (by operation of law or
       otherwise), convey, create an Encumbrance over or otherwise deal (or
       agree to do any of those things) with such property or interest or
       rights in any way whatsoever and "Dealing" shall be construed
       accordingly;

       "DLC Structure" means the structure created by the combination of
       Carnival and P&O Princess by means of a dual listed company structure
       whereby, amongst other things, Carnival and P&O Princess have a unified
       management structure and the businesses of both the Carnival Group and
       the P&O Princess Group are managed on a unified basis in accordance with
       the provisions of the Equalization Agreement;

       "Encumbrance" means an interest or power:

       (a)reserved in or over any interest in any asset (including shares)
          including any retention of title; or

       (b)created or otherwise arising in or over any interest in any asset
          (including shares) under a bill of sale, mortgage, charge, lien,
          pledge, trust or power, by way of security for the payment of debt or
          any other monetary obligation or the performance of any other
          obligation and whether existing or agreed to be granted or created;

       "Equalization Agreement" means the Equalization and Governance Agreement
       entered into between Carnival and P&O Princess on the same date as this
       Deed;

       "Equalization Ratio" has the same meaning as in the Equalization
       Agreement;

       "Equivalent Resolution" means a resolution of either Carnival or P&O
       Princess, as applicable, certified in accordance with this Deed by a
       duly authorised officer of Carnival and a duly authorised officer of P&O
       Princess (as applicable) as equivalent in nature and effect to a
       resolution of the other company. (For example, a resolution to appoint
       an individual as a

                                      5



       director of Carnival or to appoint the auditors of Carnival would, if a
       resolution considering such matters in relation to P&O Princess were put
       to a meeting of P&O Princess' shareholders, be the equivalent resolution
       (provided that a duly authorised officer of Carnival and a duly
       authorised officer of P&O Princess give the certification described
       above) to a resolution to appoint the same individual as a director of
       P&O Princess or to appoint the auditors of P&O Princess, and vice versa.
       In addition, if a resolution was proposed by one of the companies (the
       "Proposing Company") that did not need to be proposed by the other
       company (the "Other Company"), (e.g. a resolution for the approval of
       the disapplication of pre-emption rights if under Applicable Regulations
       this needs to be approved by P&O Princess' shareholders, but not by
       Carnival's shareholders), then the Proposing Company would put that
       resolution to a meeting of its shareholders and the same or
       substantially the same resolution (provided that a duly authorised
       officer of Carnival and a duly authorised officer of P&O Princess give
       the certification described above) would also be put to a meeting of the
       Other Company's shareholders, to enable both sets of shareholders to
       vote on that resolution);

       "Guarantee" has the same meaning as in the Equalization Agreement;

       "Governmental Agency" has the same meaning as in the Equalization
       Agreement;

       "Implementation Agreement" means the Offer and Implementation Agreement,
       dated as of 8 January 2003, between Carnival and P&O Princess;

       "Joint Electorate Action" means all actions put to shareholders of P&O
       Princess or Carnival, except for Class Rights Actions or resolutions of
       a procedural or technical nature. For the avoidance of doubt, the
       following actions, if put to the holders of Carnival Common Stock or P&O
       Princess Ordinary Shares, shall constitute Joint Electorate Actions: (i)
       the appointment, removal or re-election of any director of Carnival or
       P&O Princess, or both of them; (ii) to the extent such receipt or
       adoption is required by Applicable Regulations, the receipt or adoption
       of the financial statements of Carnival or P&O Princess, or both of
       them, or accounts prepared on a combined basis, other than any accounts
       in respect of the period(s) ended prior to the date of the Equalization
       Agreement; (iii) a change of name of either Carnival, P&O Princess, or
       both of them; and (iv) the appointment or removal of the auditors of the
       Carnival or P&O Princess, or both of them;

       "Liquidation" has the same meaning as in the Equalization Agreement;

       "Majority Resolution" means, with respect to Carnival or P&O Princess, a
       resolution duly approved at a meeting of the shareholders of such
       company by the affirmative vote of a majority of all the votes Voted on
       such resolution by all shareholders of such company entitled to vote
       thereon (including, where appropriate, the holder of the Special Voting
       Share of such company) who are present in person or by proxy at such
       meeting;

       "Pairing Agreement" means the Pairing Agreement, of even date herewith,
       among the P&O Princess Trustee, Carnival and [the transfer agent];

       "Parallel Shareholder Meeting" means, in relation to Carnival or P&O
       Princess, any meeting of the shareholders of that company which is:

       (a)nearest in time to, or is actually contemporaneous with, the meeting
          of the shareholders of the other company and at which some or all of
          the same resolutions or some or all of the Equivalent Resolutions are
          to be considered; or

                                      6



       (b)designated by the Board of Carnival or the Board of P&O Princess, as
          the case may be, as the parallel meeting of shareholders of a
          particular meeting of shareholders of the other company;

       "P&O Princess Articles" means the Articles of Association of P&O
       Princess which will be in effect as immediately following Completion as
       amended from time to time;

       "P&O Princess Entrenched Provision" has the same meaning as in the P&O
       Princess Articles;

       "P&O Princess Guarantee" has the same meaning as in the Equalization
       Agreement;

       "P&O Princess Group" has the same meaning as in the Equalization
       Agreement;

       "P&O Princess Ordinary Shares" has the meaning given to it in the P&O
       Princess Articles;

       "P&O Princess Special Voting Share" means the special voting share of
       (Pounds)1 in P&O Princess;

       "P&O Princess Specified Numbers" means, in relation to a resolution to
       consider a Joint Electorate Action at a meeting of Carnival shareholders
       (i) the number of votes Cast in favour of the Equivalent Resolution of
       P&O Princess at the Parallel Shareholder Meeting of P&O Princess
       shareholders multiplied by the Carnival Equivalent Number in effect at
       the time such meeting of Carnival shareholders is held, rounded up to
       the nearest whole number; (ii) the number of votes Cast against the
       Equivalent Resolution of P&O Princess at the Parallel Shareholder
       Meeting of P&O Princess shareholders multiplied by the Carnival
       Equivalent Number in effect at the time such meeting of Carnival
       shareholders is held, rounded up to the nearest whole number; and (iii)
       the number of votes Cast as formal abstentions (including votes
       withheld) in relation to the Equivalent Resolution of P&O Princess at
       the Parallel Shareholder Meeting of P&O Princess shareholders multiplied
       by the Carnival Equivalent Number in effect at the time such meeting of
       Carnival shareholders is held, rounded up to the nearest whole number;

       "Shares" means, in relation to P&O Princess, the P&O Princess Ordinary
       Shares and, in relation to Carnival, the Carnival Common Stock;

       "Special Resolution" has the same meaning as in the P&O Princess
       Articles;

       "Special Voting Share" means, in relation to P&O Princess, the P&O
       Princess Special Voting Share and, in relation to Carnival, the Carnival
       Special Voting Share;

       "Subsidiary" means with respect to P&O Princess or Carnival, any entity,
       whether incorporated or unincorporated, in which P&O Princess or
       Carnival owns, directly or indirectly, a majority of the securities or
       other ownership interests having by their terms ordinary voting power to
       elect a majority of the directors or other persons performing similar
       functions, or the management and policies of which P&O Princess or
       Carnival otherwise has the power to direct;

       "Supermajority Resolution" means, with respect to Carnival or P&O
       Princess, a resolution required by Applicable Regulations and/or the
       Carnival Constitution or the P&O Princess Articles, as relevant, to be
       approved by a higher percentage of votes Voted than required under a
       Majority Resolution, or where the percentage of votes Voted in favour
       and against the

                                      7



       resolution is required to be calculated by a different mechanism to that
       required by a Majority Resolution; and

       "Treasury Regulations" means the final, temporary or proposed
       regulations that have been issued by the U.S. Department of Treasury
       pursuant to its authority under the Code, and any successor regulations.

       "Voted" means the number of votes recorded in favour of and against a
       particular resolution at a shareholders' meeting of either P&O Princess
       or Carnival by holders of Shares, holders of any other class of shares
       entitled to vote and the holder of the relevant Special Voting Share
       PROVIDED THAT votes recorded as abstentions by holders of Carnival
       Common Stock or P&O Princess Ordinary Shares (or any other class of
       shares entitled to vote) shall not be counted as having been Voted for
       these purposes.

    1.2Interpretation

       The headings herein are for convenience of reference only and do not
       constitute part of this Deed and shall not be deemed to limit or
       otherwise affect any of the provisions hereof. The following rules of
       interpretation apply unless the context requires otherwise.

       (a)The singular includes the plural and conversely.

       (b)A gender includes all genders.

       (c)Where a word or phrase is defined, its other grammatical forms have a
          corresponding meaning.

       (d)A reference to a person includes a body corporate, an unincorporated
          body or other entity.

       (e)A reference to a clause is to a clause of this Deed unless otherwise
          indicated.

       (f)A reference to any party to this Deed or any other agreement or
          document includes the party's successors and permitted assigns.

       (g)A reference to any agreement or document is to that agreement or
          document as amended, novated, supplemented, varied or replaced from
          time to time, except to the extent prohibited by this Deed.

       (h)A reference to any legislation (including any listing rules of a
          stock exchange or voluntary codes) or to any provision of any
          legislation includes any modification or re-enactment of it, any
          legislative provision substituted for it and all rules and
          regulations and statutory instruments issued thereunder.

       (i)A reference to $ is to US dollars and a reference to (Pounds) is to
          pounds sterling.

       (j)A reference to conduct includes any omission and any statement or
          undertaking, whether or not in writing.

       (k)A reference to writing includes a facsimile transmission and any
          other means of reproducing words in a tangible and permanently
          visible form.

       (l)Whenever the words "include", "includes" or "including" are used in
          this Deed, they shall be deemed to be followed by the words "without
          limitation";

       (m)A reference to a body, other than a party to this Deed (including, an
          institute, association, authority or Governmental Agency), whether
          statutory or not:

           (i)which ceases to exist; or

                                      8



          (ii)whose powers or functions are transferred to another body,

          is a reference to the body which replaces it or which substantially
          succeeds to its powers or functions.

       (n)All references to time are to local time in the place where the
          relevant obligation is to be performed (or right exercised).

    1.3Business Day

       Where the day on or by which any thing is to be done is not a Business
       Day, that thing must be done on or by the Business Day following such
       day.

2. NOTIFICATION OF VOTES CAST ON JOINT ELECTORATE ACTIONS AT A PARALLEL
   SHAREHOLDER MEETING AND CALCULATION OF SPECIFIED NUMBER

    2.1Notification by Carnival

       Carnival agrees with the P&O Princess Trustee and P&O Princess that, in
       relation to each meeting of Carnival shareholders at which any
       resolution relating to a Joint Electorate Action is to be considered,
       Carnival shall, as soon as possible after the Carnival shareholders
       (other than the Carnival SVC) entitled to vote on any such resolution
       Cast those votes at such shareholder meeting, deliver to the P&O
       Princess Trustee and P&O Princess in writing in accordance with clause
       17.5 a certificate of a duly authorised officer of Carnival setting
       forth the details in clauses (a) and (b) below:

       (a)how the votes were Cast (including the number of votes Cast) at the
          meeting of Carnival shareholders in relation to each such Equivalent
          Resolution for a Joint Electorate Action; and

       (b)its calculation of the Carnival Specified Numbers applicable to the
          P&O Princess Special Voting Share for each Equivalent Resolution for
          a Joint Electorate Action and of the way in which the P&O Princess
          Trustee is required to vote the Carnival Specified Numbers attaching
          to the P&O Princess Special Voting Share in relation to each such
          Equivalent Resolution at the Parallel Shareholder Meeting of P&O
          Princess in accordance with this Deed and the P&O Princess Articles.

    2.2Notification by P&O Princess

       P&O Princess agrees with Carnival SVC and Carnival that, in relation to
       each meeting of P&O Princess shareholders at which any resolution
       relating to a Joint Electorate Action is to be considered, P&O Princess
       shall, as soon as possible after the P&O Princess shareholders (other
       than the P&O Princess Trustee) entitled to vote on any such resolution
       Cast those votes at such shareholder meeting, deliver to Carnival SVC
       and Carnival in writing in accordance with clause 17.5 a certificate of
       a duly authorised officer of P&O Princess setting forth the details in
       clauses (a) and (b) below:

       (a)how the votes were Cast (including the number of votes Cast) at the
          meeting of P&O Princess shareholders in relation to each such
          Equivalent Resolution for a Joint Electorate Action; and

       (b)its calculation of the P&O Princess Specified Numbers applicable to
          the Carnival Special Voting Share for each Equivalent Resolution for
          a Joint Electorate Action and of the way in which Carnival SVC is
          required to vote the P&O Princess Specified Numbers attaching to the
          Carnival Special Voting Share in relation to each such Equivalent
          Resolution at the Parallel Shareholder Meeting of Carnival in
          accordance with this Deed and the Carnival Constitution.

                                      9



3. NOTIFICATION OF OUTCOME ON VOTE ON CLASS RIGHTS ACTIONS

    3.1Notification by Carnival

       Carnival agrees with P&O Princess and the P&O Princess Trustee that, in
       relation to each meeting of Carnival shareholders at which any
       resolution or resolutions relating to a Class Rights Action is to be
       considered, Carnival shall, as soon as possible after the Carnival
       shareholders (other than Carnival SVC) entitled to vote on any such
       resolution Cast those votes at such shareholder meeting, deliver to the
       P&O Princess Trustee and P&O Princess in writing and in accordance with
       clause 17.5 a certificate of a duly authorised officer of Carnival
       setting forth (a) how the votes were Cast (including the number of votes
       Cast) at the meeting of Carnival shareholders in relation to each such
       Equivalent Resolution; (b) whether or not each such Equivalent
       Resolution or resolutions was approved by the requisite majority
       pursuant to the Carnival Constitution and/or Applicable Regulations, and
       (c) the information required by Section 4.4(a) hereof, if any.

    3.2Notification by P&O Princess

       P&O Princess agrees with Carnival and Carnival SVC that, in relation to
       each meeting of P&O Princess shareholders at which any resolution or
       resolutions relating to a Class Rights Action is to be considered, P&O
       Princess shall, as soon as possible after the P&O Princess shareholders
       (other than the P&O Princess Trustee) entitled to vote on any such
       resolution Cast those votes at such shareholder meeting, deliver to
       Carnival SVC and Carnival in writing and in accordance with clause 17.5
       a certificate of a duly authorised officer of P&O Princess setting forth
       (a) how the votes were Cast (including the number of votes Cast) at the
       meeting of P&O Princess shareholders in relation to each such Equivalent
       Resolution; (b) whether or not the Equivalent Resolution or resolutions
       were approved by the requisite majority pursuant to the P&O Princess
       Articles and/or Applicable Regulations, and (c) the information required
       by Section 4.4(b) hereof, if any.

4. ATTENDANCE AT MEETINGS AND VOTING

    4.1Attendance at meetings

       (a)Carnival SVC agrees with P&O Princess that, at every meeting of
          Carnival shareholders at which any resolution relating to a Joint
          Electorate Action or a Class Rights Action is to be considered,
          Carnival SVC shall be present by its duly appointed corporate
          representative or by proxy or proxies. Carnival agrees to notify
          Carnival SVC in writing and in accordance with clause 17.5 at the
          time it sends notice to its shareholders of a shareholder meeting
          whether any resolution to be proposed at such meeting is a Joint
          Electorate Action or a Class Rights Action and Carnival SVC shall be
          entitled to rely on any such notice for the purposes of this Deed.
          Carnival also agrees to notify Carnival SVC in advance and in writing
          in accordance with clause 17.5 of the time and place at which an
          adjourned or postponed meeting will be held and whether any
          resolution to be proposed at such meeting is a Joint Electorate
          Action or a Class Rights Action and Carnival SVC shall be entitled to
          rely on any such notice for the purpose of this Deed.

       (b)The P&O Princess Trustee agrees with Carnival that, at every meeting
          of P&O Princess at which any resolution relating to a Joint
          Electorate Action or a Class Rights Action is to be considered, the
          P&O Princess Trustee shall be present by its duly appointed corporate
          representative or by proxy or proxies. P&O Princess agrees to notify
          the P&O Princess Trustee in writing and in accordance with clause
          17.5 at the time it sends notice to its shareholders of a shareholder
          meeting whether any resolution to be proposed at such meeting is a
          Joint Electorate Action or a Class Rights Action and the P&O Princess
          Trustee shall be entitled to rely on any such notice for the purposes
          of this Deed. P&O

                                      10



          Princess also agrees to notify the P&O Princess Trustee in advance
          and in writing in accordance with clause 17.5 of the time and place
          at which an adjourned or postponed meeting will be held and whether
          any resolution to be proposed at such meeting is a Joint Electorate
          Action or a Class Rights Action and Carnival SVC shall be entitled to
          rely on any such notice for the purpose of this Deed.

    4.2Vote in accordance with constitution

       (a)Carnival SVC agrees with Carnival and P&O Princess that it shall vote
          the Carnival Special Voting Share in accordance with the requirements
          of the Carnival Constitution and this Deed.

       (b)The P&O Princess Trustee agrees with Carnival and P&O Princess that
          it shall vote the P&O Princess Special Voting Share in accordance
          with the requirements of the P&O Princess Articles and this Deed.

    4.3Vote on Joint Electorate Action

       (a)Carnival SVC agrees with Carnival and P&O Princess that on any
          resolution that relates to a Joint Electorate Action it will exercise
          the voting rights attached to the Carnival Special Voting Share in
          accordance with the certificate delivered under clause 2.2(b).

       (b)The P&O Princess Trustee agrees with Carnival and P&O Princess that
          on any resolution that relates to a Joint Electorate Action it will
          exercise the voting rights attached to the P&O Princess Special
          Voting Share in accordance with the certificate delivered under
          clause 2.1(b).

    4.4Vote on Class Rights Action

       (a)Carnival SVC agrees with Carnival and P&O Princess that where it has
          been notified by P&O Princess in accordance with clause 3.2 that a
          Class Rights Action has (pursuant to the P&O Princess Articles and/or
          Applicable Regulations) not been approved by the requisite majority
          of votes at a P&O Princess meeting of shareholders then it will
          exercise the voting rights attached to the Carnival Special Voting
          Share in accordance with the certificate delivered under clause 3.2,
          which certificate shall state the number of votes attaching to the
          Carnival Special Voting Share as set forth below:

           (i)if the resolution needs to be passed by a Majority Resolution it
              shall vote the Carnival Special Voting Share to cast such number
              of votes representing the largest whole percentage that is less
              than the percentage of the number of votes as would be necessary
              to defeat that Majority Resolution if the total votes capable of
              being cast by the outstanding Carnival Common Stock and other
              class of shares of Carnival that are entitled to vote pursuant to
              Applicable Regulations and/or the Carnival Constitution
              (excluding the Carnival Special Voting Share) were cast in favour
              of the resolution at the Carnival Parallel Shareholder Meeting;
              and

          (ii)if the resolution needs to be passed by a Supermajority
              Resolution it shall vote the Carnival Special Voting Share to
              cast such number of votes representing the largest whole
              percentage that is less than the percentage of the number of
              votes as would be necessary to defeat a Supermajority Resolution
              if the total votes capable of being cast by the outstanding
              Carnival Common Stock and other class of shares of Carnival that
              are entitled to vote pursuant to Applicable Regulations and/or
              the Carnival Constitution (excluding the Carnival Special Voting
              Share) were cast in favour of the resolution at the Carnival
              Parallel Shareholder Meeting.

                                      11



          By way of further explanation, expressed as a formula, the Carnival
          Special Voting Share shall be entitled to cast the following number
          of votes:



                --                                                 --
                  One percentage point less than the minimum
                    percent needed to defeat the resolution
                    -------------------------------------
                                                                
                  100 percent -- Minimum percent needed              X       Number of votes entitled
                            to  defeat the resolution                        to be cast (excluding the
                                                                           Carnival Special Voting Share)
                --                                                 --


          Accordingly, for a Majority Resolution, 50 percent is the minimum
          percent needed to defeat the resolution, and the figure in brackets
          would be 98 percent. In the event that a Supermajority Resolution is
          required to carry in excess of 75 percent of the votes cast, then 25
          percent would be the minimum percent needed to defeat the resolution,
          and the figure in brackets would be 32 percent.

       (b)The P&O Princess Trustee agrees with Carnival and P&O Princess that
          where it has been notified by Carnival in accordance with clause 3.1
          that a Class Rights Action has (pursuant to the Carnival Constitution
          and/or Applicable Regulations) not been approved by the requisite
          majority of votes at a Carnival meeting of shareholders then it will
          exercise the voting rights attached to the P&O Princess Special
          Voting Share in accordance with the certificate delivered under
          clause 3.1, which certificate shall state the number of votes
          attaching to the P&O Princess Special Voting Share as set forth below:

           (i)if the resolution needs to be passed by an ordinary resolution,
              it shall vote the P&O Princess Special Voting Share to cast such
              number of votes representing the largest whole percentage that is
              less than the percentage of the number of votes as would be
              necessary to defeat an ordinary resolution if the total votes
              capable of being cast by the outstanding P&O Princess Ordinary
              Shares and other class of shares of P&O Princess that are
              entitled to vote pursuant to Applicable Regulations and/or the
              P&O Princess Articles (excluding the P&O Princess Special Voting
              Share) were cast in favour of the resolution at the P&O Princess
              Parallel Shareholder Meeting; and

          (ii)if the resolution needs to be passed by a Special Resolution, it
              shall vote the P&O Princess Special Voting Share to cast such
              number of votes representing the largest whole percentage that is
              less than the percentage of the number of votes as would be
              necessary to defeat a Special Resolution if the total votes
              capable of being cast by the outstanding P&O Princess Ordinary
              Shares and other class of shares of P&O Princess that are
              entitled to vote pursuant to Applicable Regulations and/or the
              P&O Princess Articles (excluding the P&O Princess Special Voting
              Share) were cast in favour of the resolution at the P&O Princess
              Parallel Shareholder Meeting.

          By way of further explanation, expressed as a formula, the P&O
          Princess Special Voting Share shall be entitled to cast the following
          number of votes:



                --                                                 --
                  One percentage point less than the minimum
                    percent needed to defeat the resolution
                    -------------------------------------
                                                                
                  100 percent -- Minimum percent needed              X       Number of votes entitled
                            to  defeat the resolution                        to be cast (excluding the
                                                                           Carnival Special Voting Share)
                --                                                 --


          Accordingly, for an ordinary resolution, 50 percent is the minimum
          percent needed to defeat the resolution, and the figure in brackets
          would be 98 percent. In the event that a Special Resolution is
          required to carry 75 percent of the votes cast, then 25.01 (rounded

                                      12



          down to the nearest hundredth) percent would be the minimum percent
          needed to defeat the resolution, and the figure in brackets would be
          approximately 32 percent.

    4.5Amendments to resolutions

       (a)Carnival SVC is entitled to rely on a certificate from a duly
          authorised officer of Carnival and a duly authorised officer of P&O
          Princess that for all purposes of this Deed an amendment to a
          resolution to approve a Joint Electorate Action is made in accordance
          with the Carnival Constitution and Applicable Regulations and that
          the resolution as amended is the Equivalent Resolution to the
          resolution considered at the Parallel Shareholder Meeting of P&O
          Princess. Such certificate shall be given in accordance with clause
          17.5.

       (b)The P&O Princess Trustee is entitled to rely on a certificate from a
          duly authorised officer of P&O Princess and a duly authorised officer
          of Carnival that for all purposes of this Deed an amendment to a
          resolution to approve a Joint Electorate Action is made in accordance
          with the P&O Princess Articles and Applicable Regulations and that
          the resolution as amended is the Equivalent Resolution to the
          resolution considered at the Parallel Shareholder Meeting of
          Carnival. Such certificate shall be given in accordance with clause
          17.5.

    4.6No discretion as to voting

       Each of Carnival SVC and the P&O Princess Trustee agrees with Carnival
       and P&O Princess that it has no discretion as to how to vote the P&O
       Princess Special Voting Share and/or the Carnival Special Voting Share
       (as applicable) and that it shall only vote those shares in accordance
       with this Deed and in accordance with the P&O Princess Articles and/or
       the Carnival Constitution (as applicable).

    4.7Procedural and technical resolutions

       Carnival SVC and the P&O Princess Trustee will be entitled to rely on a
       certificate given to it in writing (in accordance with clause 17.5) by
       the Chairman of the relevant shareholder meeting that a resolution is a
       procedural or technical resolution (in accordance with the P&O Princess
       Articles or the Carnival Constitution (as applicable)) and that the
       Carnival Special Voting Share or the P&O Princess Special Voting Share
       (as applicable) will not have any votes in respect of such resolution.
       If a resolution is proposed for the first time during a meeting of
       shareholders of either P&O Princess or Carnival (whereby "proposed for
       the first time" means it was not set out in the notice of the relevant
       shareholders' meeting) and is determined by the Chairman of the relevant
       shareholder meeting (in accordance with the P&O Princess Articles or the
       Carnival Constitution (as applicable)) not to be a resolution of a
       procedural or technical nature then, if such resolution is to be voted
       on by shareholders, it will be voted on in the same way as any other
       Joint Electorate Action or Class Rights Action (as applicable) (and, for
       the avoidance of doubt, proper notice of such resolution will first be
       given to shareholders, including to Carnival SVC and the P&O Princess
       Trustee).

5. DEALINGS

    5.1P&O Princess SVT

       Subject to the Voting Trust Deed and the Pairing Agreement, the P&O
       Princess Trustee agrees with Carnival and P&O Princess that it shall not
       Deal with the P&O Princess Special Voting Share or any interest in (or
       right attaching to) such share. Any Dealing by the P&O Princess Trustee
       in violation of this clause 5.1 shall be null and void.

                                      13



    5.2Carnival SVC

       Subject to clauses 16.2 and 16.3, Carnival SVC agrees with P&O Princess
       and Carnival that:

       (a)it shall not Deal with the Carnival Special Voting Share or any
          interest in (or right attaching to) such share without the prior
          written consent of both Carnival and P&O Princess, such consent to be
          in the absolute discretion of Carnival and P&O Princess; and

       (b)no transfer of the Carnival Special Voting Share shall be effective
          unless and until the transferee of such share, as consented to by
          Carnival and P&O Princess, has agreed to be bound by this Deed or
          entered into a deed on equivalent terms. Any Dealing by the Carnival
          SVC in violation of this clause 5.2 shall be null and void.

6. OBLIGATIONS SUBJECT TO APPLICABLE REGULATIONS

       (a)The obligations of the parties under this Deed will be subject to any
          Applicable Regulations. The parties will use their best endeavours to
          remedy a situation where Applicable Regulations prevent any party
          from performing its obligations hereunder.

       (b)Carnival and P&O Princess agree to cause the issuance of the P&O
          Princess Special Voting Share to be registered under the Securities
          Act of 1933, as amended. To the extent required by the Exchange Act,
          P&O Princess agrees to cause the P&O Princess Special Voting Share
          and trust shares of beneficial interest in the P&O Princess Special
          Voting Share to be registered and to maintain effective such
          registration under the Exchange Act. So long as the Carnival Common
          Stock is listed on the NYSE, P&O Princess agrees to use diligence and
          reasonable efforts to effect the listing of the P&O Princess Special
          Voting Share on the NYSE, and Carnival agrees to use diligence and
          reasonable efforts to cause the trust shares of beneficial interest
          in the P&O Princess special Voting Share to be paired with Carnival
          Common Stock for purposes of trading of the paired security on the
          NYSE, in accordance with the Pairing Agreement.

7. DEFAULT BY CARNIVAL OR P&O PRINCESS

   If at any time Carnival or P&O Princess defaults in the performance or
   observance of any obligation or other provision binding on it under or
   pursuant to this Deed and owed to Carnival SVC or the P&O Princess Trustee,
   respectively, Carnival SVC or the P&O Princess Trustee, as the case may be,
   may take such actions or institute such proceedings as it may reasonably
   consider to be appropriate in relation to any such default and shall not be
   obliged to give notice of its intention to do so.

8. SUPPLY OF INFORMATION; CONFIDENTIALITY

    8.1Supply of information

       (a)So long as Carnival SVC is registered as the holder of the Carnival
          Special Voting Share, Carnival and P&O Princess shall each give to
          Carnival SVC or any person approved by Carnival or P&O Princess and
          appointed in writing by Carnival SVC such information as Carnival SVC
          or such appointed person shall reasonably require (other than
          material, non-public information) for the purpose of the discharge of
          the powers, duties and discretions vested in Carnival SVC under this
          Deed. All information provided by Carnival and P&O Princess under
          this clause 8.1(a) shall be in writing and given in accordance with
          clause 17.5 and contained in a certificate of a duly authorised
          officer of Carnival or a certificate of a duly authorised officer of
          P&O Princess.

       (b)So long as the P&O Princess Trustee is registered as the holder of
          the P&O Princess Special Voting Share, Carnival and P&O Princess
          shall each give to the P&O Princess Trustee or any person approved by
          Carnival or P&O Princess and appointed in writing by

                                      14



          the P&O Princess Trustee such information as the P&O Princess Trustee
          or such appointed person shall reasonably require (other than
          material, non-public information) for the purpose of the discharge of
          the powers, duties and discretions vested in the P&O Princess Trustee
          under this Deed. All information provided by Carnival and P&O
          Princess under this clause 8.1(b) shall be in writing and given in
          accordance with clause 17.5 and contained in a certificate of a duly
          authorised officer of P&O Princess or a duly authorised officer of
          Carnival.

    8.2Confidentiality

       Each of Carnival SVC and the P&O Princess Trustee shall not, and will
       use its respective best endeavours to ensure that any person appointed
       in writing by it in accordance with clause 8.1 shall not divulge any
       information given to it pursuant to clauses 2, 3, 4.5 and 8.1 which is
       confidential or proprietary to the party which gave it the information,
       in each case, unless prior written approval is given by the party which
       gave the information or unless required by Applicable Regulations. If
       disclosure of any such information is required by Applicable
       Regulations, Carnival SVC and/or the P&O Princess Trustee (as relevant)
       will, to the extent practicable, first consult with P&O Princess and
       Carnival as to the form, content and timing of such disclosure.

9. REMUNERATION AND EXPENSES OF CARNIVAL SVC AND P&O PRINCESS TRUSTEE

    9.1Fees and expenses

       Carnival shall pay or ensure that payment is made to the P&O Princess
       Trustee or as it shall otherwise direct, and P&O Princess shall pay or
       ensure that payment is made to Carnival SVC or as it shall otherwise
       direct, such fees and expenses as may be agreed from time to time
       between (i) Carnival and the P&O Princess Trustee and (ii) Carnival SVC
       and P&O Princess, for the performance by the P&O Princess Trustee and
       Carnival SVC (respectively) of its obligations pursuant to this Deed.

    9.2Period of remuneration

       The remuneration referred to in clause 9.1 shall continue to be payable:

       (a)by Carnival until the later of: (i) the P&O Princess Trustee ceasing
          to be registered as the holder of the P&O Princess Special Voting
          Share and (ii) the termination of this Deed in accordance with clause
          16; and

       (b)by P&O Princess until the later of (i) Carnival SVC ceasing to be
          registered as the holder of the Carnival Special Voting Share and
          (ii) the termination of this Deed in accordance with clause 16.

    9.3Exceptional duties

       In the event either Carnival SVC or the P&O Princess Trustee finds it is
       necessary or is otherwise required to undertake any duties which would
       not have been reasonably contemplated in relation to the performance of
       its obligations and the exercise of the powers, authorities and
       discretions vested in it under this Deed, Carnival shall pay to P&O
       Princess Trustee or as it shall otherwise direct and P&O Princess shall
       pay to Carnival SVC or as it shall otherwise direct such special
       remuneration in addition to that referred to in clause 9.1 as shall be
       mutually agreed.

    9.4VAT and similar taxes

       The remuneration referred to in clause 9.1 and any additional special
       remuneration payable under clause 9.3 shall be exclusive of any value
       added tax, sales tax, use tax or any similar transaction tax which shall
       be added at the rate applicable in the circumstances and paid by P&O
       Princess and/or Carnival, as the case may be.

                                      15



    9.5Expenses

       Carnival and P&O Princess shall pay all traveling and other costs,
       charges and expenses including legal costs and other professional fees
       (including, where applicable, value added tax or any similar tax) which
       each of the P&O Princess Trustee and Carnival SVC may properly incur in
       relation to the performance of its obligations and the exercise of the
       powers, authorities and discretions vested in it under this Deed and/or
       any costs and expenses incurred in connection with the valid termination
       of this Deed and the resulting transfer in accordance with clause 16.2
       of the Carnival Special Voting Share or with the transfer of the
       Carnival Special Voting Share under clause 16.3.

10. POWER OF CARNIVAL SVC AND P&O PRINCESS TRUSTEE

     10.1Act on advice

         Each of Carnival SVC and the P&O Princess Trustee may in the proper
         performance of its obligations and the exercise of the powers,
         authorities and discretions vested in it under this Deed act on the
         opinion or advice of or information obtained from any lawyer, banker,
         valuer, accountant, transfer agent, the share registrar or inspector
         of election at such time of Carnival or P&O Princess or other expert,
         whether obtained by Carnival or P&O Princess or by Carnival SVC or the
         P&O Princess Trustee or otherwise, and in such case, provided that the
         Carnival SVC or the P&O Princess Trustee (as the case may be) shall
         have acted reasonably in its choice of any such person, the Carnival
         SVC and/or the P&O Princess Trustee (as the case may be) shall not be
         responsible for any losses, liabilities, costs, claims, actions,
         damages, expenses or demands which it or any other person may incur or
         which may be made against it or any other person in connection with or
         occasioned by so acting. Any such opinion, advice or information may
         be sought or obtained by electronic mail, letter, facsimile or other
         means of written communication. Carnival SVC and the P&O Princess
         Trustee shall not be liable for acting on any opinion, advice or
         information or for acting on, implementing and giving effect to any
         decision, determination or adjustment purporting to be conveyed by any
         such written communication reasonably appearing on its face to be
         authentic even though it contains an error or is not authentic.

     10.2Powers of Carnival SVC and the P&O Princess Trustee

         Each of Carnival SVC and the P&O Princess Trustee shall have all
         requisite powers, authorities and discretions as shall be necessary or
         appropriate to enable it to take all and any such actions as are
         contemplated by the provisions of this Deed and the relevant
         provisions of the Carnival Constitution and the P&O Princess Articles.

     10.3Act on resolution

         Carnival SVC and the P&O Princess Trustee shall not be responsible,
         respectively, for having acted upon or having implemented or given
         effect to any resolution purporting to have been passed:

         (a) as a resolution of Carnival at any meeting of Carnival
             shareholders; or

         (b) as a resolution of P&O Princess at any meeting of P&O Princess
             shareholders,

             minutes for which have been made and signed (or in respect of
             which it has been informed in accordance with this Deed by any
             director of Carnival or P&O Princess or the secretary of Carnival
             or P&O Princess or other duly authorised person that the
             resolution has been passed) even though it may subsequently be
             found that there was some defect in the constitution of the
             meeting or the passing of the resolution or that for any reason
             the resolution was not valid or binding upon the holders of the

                                      16



             relevant shares or (as the case may be) was not in accordance with
             this Deed.

     10.4Validity of notices

         Carnival SVC and the P&O Princess Trustee shall be at liberty to
         accept a certificate or notice given under clause 17.5 signed or
         purporting to be signed by any director of Carnival or P&O Princess or
         the secretary of Carnival or P&O Princess or any other duly authorised
         officer or person, as appropriate, and shall be at liberty to accept
         such certificate or notice in order to satisfy any factor or matter
         upon which Carnival SVC the P&O Princess Trustee may in the
         performance of any of its obligations and the exercise of any of the
         powers, authorities and discretions under this Deed (including a
         notification, report, statement or certificate referred to in clauses
         2.1, 2.2, 3.1, 3.2, 4.1, 4.3, 4.4, 4.5 or 4.7) or a statement to the
         effect that in the opinion of the persons so certifying any particular
         dealing, transaction, step or thing is expedient. Carnival SVC and the
         P&O Princess Trustee shall not be in any way bound to call for further
         evidence nor to verify the accuracy of the contents of such
         certificate, report, statement or notice nor to be responsible for any
         losses, liabilities, costs, damages, actions, demands or expenses or
         for any breach of any of the provisions of this Deed that may be
         occasioned by accepting or acting or relying on any such certificate,
         report, statement or notice.

     10.5Assumption of no breach

         Carnival SVC and the P&O Princess Trustee shall not be bound to take
         any steps to ascertain whether any breach of any of the provisions of
         this Deed has occurred and, until it has actual knowledge to the
         contrary, Carnival SVC and the P&O Princess Trustee shall be entitled
         to assume that no such breach has occurred.

     10.6Discretions

         Save as otherwise expressly provided in this Deed (including for the
         avoidance of doubt in clauses 4, 5 and 16), each of Carnival SVC and
         the P&O Princess Trustee shall, as regards all powers, authorities and
         discretions vested in it under this Deed, have absolute and
         uncontrolled discretion as to the exercise or non-exercise thereof
         and, provided it shall have acted honestly and reasonably, it shall be
         in no way responsible for any losses, costs, damages, expenses,
         liabilities, actions, demands or inconveniences that may result from
         the exercise or non-exercise thereof.

11. INDEMNITIES

     11.1Indemnity by P&O Princess

         Subject to clause 11.2, P&O Princess agrees with Carnival SVC to
         indemnify it, for itself and as trustee on behalf of its directors,
         officers, employees, controlling persons and every attorney, manager,
         agent, delegate or other person appointed by it under this Deed (each
         an "Indemnified Party") against all liabilities and expenses properly
         incurred by it or such persons in the performance or purported
         performance of its obligations under this Deed and of any powers,
         authorities or discretions vested in it or such persons pursuant to
         this Deed and against all actions, proceedings, costs, claims,
         damages, expenses and demands in respect of any matter or thing done
         or omitted in any way relating to this Deed, including the institution
         by Carnival SVC of any proceedings pursuant to clause 7 in respect of
         any default by Carnival or P&O Princess.

     11.2Limitation to indemnities

         Nothing contained in this Deed shall, in any circumstance in which
         Carnival SVC or, as the case may be, any other Indemnified Party has
         been guilty of fraud or negligence in the

                                      17



         performance of any of its duties under this Deed or has willfully
         defaulted in its obligations, or has willfully breached its
         obligations, under this Deed, exempt such Indemnified Party or Parties
         from, or indemnify such Indemnified Party or Parties against, any
         liability for breach of contract or any liability which by virtue of
         any rule of law would otherwise attach to such Indemnified Party or
         Parties in respect of any fraud, negligence or willful default of
         which such Indemnified Party or Parties may be guilty in relation to
         their duties under this Deed.

12. ACTIVITIES

     (a) For as long as Carnival SVC shall be registered as the holder of the
         Carnival Special Voting Share the Carnival SVC Owner agrees that the
         only activities carried out by Carnival SVC shall be such activities
         as are necessary or expedient in order for Carnival SVC to perform its
         obligations and exercise its rights, powers, authorities and
         discretions pursuant to this Deed and the Carnival Constitution, as
         the case may be, and to enforce the performance by each of Carnival
         and P&O Princess of its obligations under them (unless both Carnival
         and P&O Princess otherwise expressly agree in writing).

     (b) For as long as the P&O Princess Trustee shall be registered as the
         holder of the P&O Princess Special Voting Share the P&O Princess
         Trustee agrees that the only activities carried out by the P&O
         Princess Trustee, in its capacity as trustee, shall be such activities
         as are necessary or expedient in order for the P&O Princess Trustee to
         perform its obligations and exercise its rights, powers, authorities
         and discretions pursuant to this Deed, the Voting Trust Deed, the P&O
         Princess Articles and the Pairing Agreement, as the case may be, and
         to enforce the performance by each of Carnival and P&O Princess of its
         obligations under them (unless both Carnival and P&O Princess
         otherwise expressly agree in writing).

13. GOVERNANCE MATTERS

     13.1Members of Carnival SVC

         For as long as Carnival SVC is registered as the holder of the
         Carnival Special Voting Share, the Carnival SVC Owner, Carnival and
         P&O Princess agree that the Carnival SVC will have only one member,
         being the Carnival SVC Owner, and that Carnival SVC shall maintain its
         status as a limited liability company under the laws of England and
         Wales.

     13.2Directors of Carnival SVC

         For as long as Carnival SVC is registered as the holder of the
         Carnival Special Voting Share, the board of directors of the Carnival
         SVC shall comprise such persons as are appointed or approved by the
         Carnival SVC Owner. The Carnival SVC Owner shall not appoint any
         person as a director of the Carnival SVC who is an employee or
         director of either the Carnival Group or the P&O Princess Group.

     13.3The P&O Princess Trustee

         The trustee of P&O Princess SVT shall initially be the P&O Princess
         Trustee, in accordance with the Voting Trust Deed. Carnival agrees
         with P&O Princess that it shall not replace the P&O Princess Trustee
         pursuant to Section 7.06 of the Voting Trust Deed without the prior
         written consent of P&O Princess. If the P&O Princess Trustee is
         replaced at any time in accordance with Section 7.06 of the Voting
         Trust Deed, the P&O Princess Trustee shall novate its rights and
         obligations under this Deed to the successor trustee appointed
         thereunder, and all references to the P&O Princess Trustee in this
         Deed shall be deemed to be references to such successor trustee.

                                      18



14. AMENDMENTS TO THIS DEED

    Carnival SVC, the P&O Princess Trustee and the Carnival SVC Owner shall at
    any time concur with P&O Princess and Carnival in making any modifications
    to the provisions of this Deed which:

     (a) are formal or technical amendments and which Carnival and P&O Princess
         notify are not materially prejudicial to the interests of either
         Carnival or P&O Princess shareholders;

     (b) are necessary to correct manifest errors in this Deed or
         inconsistencies between provisions of this Deed or between provisions
         of this Deed and the Equalization Agreement, Voting Trust Deed or
         Pairing Agreement; or

     (c) have previously been approved as a Class Rights Action,

    provided in each case that if such modification affects (including
    increasing or reducing respectively) the obligations or rights of Carnival
    SVC, the P&O Princess Trustee and/or the Carnival SVC Owner under this Deed
    or any provision affecting the performance by Carnival SVC, the P&O
    Princess Trustee and/or the Carnival SVC Owner of its obligations under
    this Deed, such modification shall require the consent of Carnival SVC, the
    P&O Princess Trustee and/or the Carnival SVC Owner, such consent not to
    unreasonably withheld or delayed.

15. DAMAGES NOT ADEQUATE REMEDY

    Each of Carnival SVC, Carnival, P&O Princess, the P&O Princess Trustee and
    the Carnival SVC Owner hereby acknowledge and agree with each other that
    damages would not be an adequate remedy for the breach of any provision of
    this Deed and, accordingly, each shall be entitled to the remedies of
    injunction, specific performance and other equitable remedies for any such
    threatened or actual breach.

16. TERMINATION

     16.1Automatic termination

         This Deed shall automatically terminate:

         (a) upon termination of the Equalization Agreement in accordance with
             its terms; or

         (b) if a resolution to terminate this Deed is approved by the
             shareholders of Carnival and P&O Princess as a Class Rights Action,

         provided that clauses 8.2, 9, 11 and 16 shall continue to bind the
         parties for so long as may be necessary to give full effect to the
         rights and obligations arising under them and provided that clauses
         8.1 and 10.4 shall continue to bind the parties for so long as
         Carnival SVC is registered as the holder of the Carnival Special
         Voting Share or the P&O Princess Trustee is registered as the holder
         of the P&O Princess Special Voting Share

     16.2Transfer of Carnival Special Voting Share

         Upon termination of this Deed in accordance with clause 16.1 and upon
         receipt of (Pounds)1 from Carnival, Carnival SVC shall promptly, upon
         being requested to do so, transfer the Carnival Special Voting Share
         to such person as the Board of Carnival directs it to in writing.
         Pending notification, Carnival SVC shall have no obligation whatsoever
         in respect of the Carnival Special Voting Share or under this Deed
         except that Carnival SVC must not Deal with the Carnival Special
         Voting Share or any interest in, or right attaching to, that share
         other than in accordance with such notification, which is to be given
         within 6 months after the date of termination of this Deed and must be
         given in writing in accordance with clause 17.5.

                                      19



     16.3Replacement of the Carnival SVC Owner

         If given notice under clause 17.5 to do so by a duly authorised
         officer of P&O Princess and by a duly authorised officer of Carnival,
         Carnival SVC shall, within two months after receipt of such notice
         transfer the Carnival Special Voting Share to such person as notified
         to in the aforementioned notice (the "Novated Person"). Carnival SVC
         agrees to novate its rights and obligations under this Deed to the
         Novated Person, and the Carnival SVC Owner agrees to novate its rights
         and obligations under this Deed to such person as notified in the
         aforementioned notice ("New SVC Owner"). The provisions of this clause
         16.3 shall apply, mutatis mutandis, to any subsequent notification by
         a duly authorised officer of P&O Princess and by a duly authorised
         officer of Carnival to replace the Novated Person and the New SVC
         Owner. Following any such transfer, references in the Deed to Carnival
         SVC shall be to the Novated Person and references in this Deed to the
         Carnival SVC Owner shall be to the New SVC Owner.

     16.4Continuation of Indemnity

         For the avoidance of doubt, and notwithstanding any other provision of
         this Deed, any replacement of Carnival SVC shall not release or
         prejudice in any way any of Carnival SVC's rights to be indemnified by
         P&O Princess which shall continue in full force and effect and
         continue to be enforceable by the Carnival SVC notwithstanding such
         replacement.

17. GENERAL

     17.1No assignment

         This Deed shall not be assignable by operation of law or otherwise,
         and any purported assignment (whether in whole or in part) in
         violation of this provision shall be void.

     17.2No partnership or agency

         This Deed is not intended to alter the status of the parties as
         separate, independent entities, to create a partnership, joint venture
         or agency relationship between the parties or their respective
         Subsidiaries or shareholders, or to give any party (or its respective
         Subsidiaries or shareholders) any legal or beneficial ownership
         interest in the assets or income of the other parties, and they shall
         not be construed as having that effect.

     17.3Intent of the Parties

         The parties intend that the P&O Princess SVT shall at all times be
         classified for U.S. federal, state and local income tax purposes as an
         "investment trust" under the Code and Treasury Regulation
         301.7701-4(c) and, without limitation, as a grantor trust under
         Subpart E, Part I of Subchapter J of the Code pursuant to which the
         Shareholders will be considered to own the Trust Property, as defined
         in the Voting Trust Deed, for U.S. federal, state and local income tax
         purposes, and not as a trust or association taxable as a corporation
         or as a partnership. Notwithstanding any other provision herein, the
         provisions of this Deed shall be interpreted to further this intention
         and powers granted as well as obligations undertaken pursuant to this
         Deed shall be construed so as to further such intent. No provision of
         this Deed shall be of any force or effect if such provision would
         result in the P&O Princess SVT being treated in a manner inconsistent
         with the intention of the parties as set forth in this clause 17.3.

     17.4Regulatory

         All parties to this Deed will co-operate with each other from time to
         time to ensure that all information necessary or desirable for the
         making of (or responding to any requests for further information with
         respect to) any notifications or filings made in respect of this Deed,
         or the transactions contemplated by this Deed, is supplied to the
         party dealing with such notification and filings and that they are
         properly, accurately and promptly made.

                                      20



     17.5Notices

         Any notice, certificate, report or statement given under this Deed:

         (a) must be in writing addressed to the intended recipient at the
             address shown below:

             Carnival Corporation
             3655 N.W. 87/th/ Avenue
             Miami, Florida 33178-2428

             Attention: Chairman and Chief Executive Officer
             Fax: [.]

             with copies to

             Carnival Corporation
             3655 N.W. 87/th/ Avenue
             Miami, Florida 33178-2428

             Attention: General Counsel
             Fax: [.]

             Carnival SVC Limited
             [.]

             Attention: The Company Secretary (Ref: [.])
             Fax: [.]

             P&O Princess Cruises plc
             77 New Oxford Street
             London WC1A 1PP
             UK

             Attention: Chief Executive Officer
             Fax: (+44) 20 78051240

             with copies to

             P&O Princess Cruises plc
             77 New Oxford Street
             London WC1A 1PP
             UK

             Attention: General Counsel
             Fax: (+44) 20 7805 1240

             [The P&O Princess Trustee]
             [Address]

             Attention:
             Fax: (302) [.]

             [The Carnival SVC Owner]
             [Address]

             Attention: The Company Secretary (Ref [.])
             Fax: (+44) [.]

             or to such other persons or addresses as may be designated in
             writing by any party pursuant to this clause 17.5;

         (b) must be signed by a person duly authorised by the sender; and

                                      21



         (c) shall be in writing and shall be deemed given (i) when sent if
             sent by facsimile and promptly confirmed by telephone confirmation
             thereof; or (ii) when delivered, if delivered personally to the
             intended recipient or sent by overnight delivery via a national
             courier service, and in each case, addressed to such person or
             persons in accordance with this clause 17.5.

     17.6Severability

         If any provision of this Deed is held to be invalid or unenforceable,
         then such provision shall (so far as it is invalid or unenforceable)
         be given no effect and shall be deemed not to be included in this Deed
         but without invalidating any of the remaining provisions of this Deed.
         The parties shall then use all reasonable endeavours to replace the
         invalid or unenforceable provisions by a valid and enforceable
         substitute provision the effect of which is as close as possible to
         the intended effect of the invalid or unenforceable provision.

     17.7Waivers

         (a) Waiver of any right arising from a breach of this Deed or of any
             right, power, authority, discretion or remedy arising upon default
             under this Deed must be in writing and signed by the party
             granting the waiver.

         (b) A failure or delay in exercise, or partial exercise, of:

              (i)a right arising from a breach of this Deed; or

             (ii)a right, power, authority, discretion or remedy created or
                 arising upon default under this Deed,

             does not result in a waiver of that right, power, authority,
             discretion or remedy.

         (c) A party is not entitled to rely on a delay in the exercise or
             non-exercise of a right, power, authority, discretion or remedy
             arising from a breach of this Deed or on a default under this Deed
             as constituting a waiver of that right, power, authority,
             discretion or remedy.

         (d) A party may not rely on any conduct of another party as a defence
             to exercise of a right, power, authority, discretion or remedy by
             that other party.

         (e) This clause may not itself be waived except by writing.

         (f) No waiver by a party of a failure or failures by the other party
             to perform any provision of this Deed shall operate or be
             construed as a waiver in respect of any other or further failure
             whether of alike or different character.

     17.8Variation

         A variation of an term of this Deed mush be in writing and signed by
         all parties to this Deed.

     17.9Further assurances

         Each party shall take all steps, execute all documents and do
         everything reasonably required by the other parties to give effect to
         any of the transactions contemplated by this Deed.

    17.10Counterparts

         This Deed may be executed in any number of counterparts. All
         counterparts taken together will be taken to constitute one and the
         same instrument.

                                      22



    17.11Third Parties Rights

         Except as expressly stated in this Deed, a person who is not a party
         to this Deed shall have no right under the Contracts (Rights of Third
         Parties) Act 2001 to enforce any of its terms.

    17.12Governing law and jurisdiction

         (a) This Deed and the relationship between the parties shall be
             governed by, and interpreted in accordance with, the laws of the
             Isle of Man.

         (b) All of the parties agree that the courts of England are to have
             exclusive jurisdiction to settle any disputes (including claims
             for set-off and counterclaims) which may arise in connection with
             the creation, validity, effect, interpretation or performance of,
             or the legal relationships established by, this Deed or otherwise
             arising in connection with this Deed, and for such purposes
             irrevocably submit to the jurisdiction of the English courts.

         (c) The parties irrevocably waive any objections to the jurisdiction
             of any court referred to in this clause 17.12.

         (d) The parties irrevocably consent to service of process or any other
             documents in connection with proceedings in any court by facsimile
             transmission, personal service, delivery at any address specified
             in this Deed or any other usual address, mail or in any other
             manner permitted by English law, the law of the place of service
             or the law of the jurisdiction where proceedings are instituted.

DULY delivered as a DEED on the date inserted above


                                                      
                  EXECUTED as a DEED by                  )
                  CARNIVAL CORPORATION                   )
                  by a duly authorised officer           )
                  --------------------------------------
                  Signature
                  --------------------------------------
                  Print name
                  --------------------------------------
                  Office held
                  EXECUTED as a DEED by                  )
                  CARNIVAL SVC LIMITED                   )
                  acting by two Directors/a Director and )
                  Secretary                              )
                  EXECUTED as a DEED by                  )
                  P&O PRINCESS CRUISES PLC               )
                  acting by two Directors/a Director and )
                  Secretary                              )


                                      23



The Common Seal of
[TRUSTEE P&O PRINCESS SVT], as Trustee
of the P&O Princess Special Voting Trust
was hereunto affixed in the presence of


--------------------------------------
Signature


--------------------------------------
Print name


--------------------------------------
Title


                                                       
                   EXECUTED as a DEED by                  )
                   [The Carnival SVC Owner]               )
                   acting by two Directors/a Director and )
                   Secretary                              )




                                                                      Annex A-4

                                                                    AGREED FORM

                          THIRD AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                             CARNIVAL CORPORATION

   We the undersigned, Micky Arison, Chairman of the Board of Directors and
Chief Executive Officer, and Arnaldo Perez, Senior Vice President, General
Counsel and Secretary, of Carnival Corporation, a corporation organized and
existing in accordance with the laws of the Republic of Panama (the
"Corporation"), do hereby certify that the Articles of Incorporation of said
corporation are hereby amended and restated as follows:

                                   ARTICLE I
                                Corporate Name

   The name of the Corporation is: "Carnival Corporation."

                                  ARTICLE II
                                   Duration

   The duration of the Corporation shall be perpetual, but it may previously be
dissolved pursuant to Panamanian law.

                                  ARTICLE III
                             Corporation Purposes

   The purposes of the Corporation are:

   (a)  To make, purchase, barter, charter, acquire dominion upon or use of,
operate as owner, charteror or operator, to manage, equip and fit out all kinds
of ships and vessels of all types and kinds of propelling systems.

   (b)  To make all kinds of buildings and structures related to any kind of
legitimate maritime commercial business, merchandise warehousing, shipping and
transportation.

   (c)  To act as shipbroker, customs and maritime insurance broker, and to
administer the properties and assets and investments that maritime trade and
shipowners' business and ship exploitation may require.

   (d) To act as principal and agent in all negotiations related to maritime
trade to such extent as the purposes of this Corporation may permit it.

   (e) To solicit from the Government of the Republic of Panama or any other
government where it may be necessary and through such proceedings as may be
required by law, navigation licenses for ships and permits to enroll crewmen
for, and port clearance of, the ships in care of the Corporation.



   (f) To perform transactions through negotiable instruments and real estate
related to maritime trade and shipowners' business and exploitation of ships.

   (g) To deal in patents and improvements on patented methods related to the
business of maritime trade.

   (h) To purchase and sell and deal in general with the shares of its own
capital stock pursuant to instructions from the Board of Directors. To acquire,
purchase, guarantee, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of, deal in shares of the capital stock of, or bonds,
securities or other certificates of indebtedness created by other corporations.

   (i) The Corporation shall have the power without any requirement to obtain
prior shareholder approval to give guarantees of the indebtedness or
obligations of related or unrelated persons deemed by the Board of Directors to
be in furtherance of its corporate purpose and to secure any such guarantee or
any other obligations by the creation of any security interest in all or any
part of its property or any interest therein (and for these purposes, the
corporate purposes of the Corporation shall include any and all lawful acts and
activities for which corporations may be organized under the Corporation Law),
and it shall not be necessary to seek or obtain the authorization of the
shareholders of the Corporation for the giving of any guarantee, indemnity or
security in furtherance of any of its corporate purposes.

   (j) To purchase, sell, lease, mortgage, set up easements and encumbrances
upon real estate and in general upon all kinds of properties related to the
business of the Corporation.

   (k) To sell, mortgage, encumber or otherwise charge its assets and to
perform any and all kinds of legitimate commercial transactions and any other
that may be permitted in the future pursuant to Panamanian laws.

   (l) To borrow money from any persons, firms, banks or corporations as may be
necessary for its business and to guarantee such loans as the law may permit
and to loan money secured or unsecured to any persons, firms or corporations as
the law may permit and in general to engage in any legitimate commercial
undertaking in any country.

   (m) To engage in the general business of travel and tour services, both
domestic and foreign; to dispense travel and tour information and to act as
agent for all transportation companies, including without limitation airline
companies, passenger cruise line companies, steamship companies, railroad
companies, bus companies, car rental companies and any other mode of travel or
transportation or touring companies, both local and foreign; to engage in the
preparation of travel and tour itineraries, including without limitation hotel
and motel accommodations and sightseeing; and, in general, to engage in the
business of all forms and types of travel services.

   (n) To dispense travel and tour counseling services, sell railroad, airline,
passenger cruise line, steamship and bus transportation; to sell accommodations
for hotels, resorts, sightseeing and feature attractions throughout the United
States, Canada, Mexico, Europe and every country throughout the world; to
create, plan, sell and carry through escorted vacation tours; to own, operate,
lease or otherwise acquire such real and personal property suitable, useful or
necessary in connection with any of the objects aforementioned; to enter into,
make, perform and carry out contracts of every kind in connection with the sale
and distribution of the aforementioned items or services; to acquire, use, own,
lease and dispose of trademarks, copyrights and licenses.

   (o) To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and

                                      2



privileges, inventions, improvements and processes, copyrights, trademarks,
service marks and trade names relating or useful in connection with any
business of the Corporation.

   (p) To carry on the business of hotel, resort, casino, restaurant,
refreshment room and lodging-housekeepers, caterers for public amusements
generally, hairdressers, barbers, perfumers, proprietors, laundries, reading,
writing and newspaper room, libraries, places of amusements, recreation and
entertainment of all kinds, sport, theatrical and musical box office
proprietors, entrepreneurs and general agents, and any other business which can
be conveniently carried on in connection therewith.

   (q) To take all such actions as the Board of Directors shall determine are
necessary or desirable to carry out the transactions contemplated by the
Equalization Agreement, the SVE Special Voting Deed and the Carnival Deed of
Guarantee.

   (r) To engage in, carry on and conduct any lawful act or activity for which
corporations may be organized under the Corporation Law.

   The foregoing clauses shall be construed both as objects and powers, and it
is hereby expressly provided that the foregoing enumeration of specific powers
shall not limit or restrict in any manner the powers of the Corporation, and
are in furtherance of, and in addition to, and not in limitation of the general
powers conferred by the laws of the Republic of Panama.

                                  ARTICLE IV
                               Registered Agent

   The Registered Agent of the Corporation in Panama City, until the Board of
Directors may provide otherwise, shall be the law firm of Tapia, Linares y
Alfaro, Plaza 2000, Calle 50, Apartado 7412, Panama 5, Republic of Panama.

                                   ARTICLE V
                                Capitalization

   The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 2,000,000,000 registered shares comprised of
1,959,999,998 shares of nominative common stock, par value US$.01 per share
("Common Stock"), 40,000,000 shares of preferred stock, par value US$.01 per
share ("Preferred Stock"), one (1) share of special voting stock, par value
US$.01 per share (such share of special voting stock, the "Carnival Special
Voting Share"), and one (1) share of special stock, par value US$.01 per share
(such share of special stock, the "Equalization Share"). Subject to the
provisions of these Articles of Incorporation and except as otherwise provided
by law, the stock of the Corporation, regardless of class, may be issued for
such consideration and for such corporate purposes as the Board of Directors
may from time to time determine.

   The preferences, limitations and relative rights of the Common Stock, the
Preferred Stock and the Carnival Special Voting Share are as follows:

   (a)  Common Stock.

      (1) All shares of the Common Stock shall have the same rights, powers,
   preferences and privileges and shall rank equally, share ratably and be
   identical in all respects as to all matters, including rights upon
   liquidation and distribution of the assets of the Corporation and in respect
   of rights to dividends and other distributions, when and as declared. The
   holders of shares of

                                      3



   Common Stock shall be entitled in accordance with the Equalization
   Agreement, to the exclusion of the holders of shares of Preferred Stock of
   any and all series, to receive such dividends as from time to time may be
   declared by the Board of Directors, except as otherwise provided by the
   resolution or resolutions providing for the issue of any series of shares of
   Preferred Stock. In the event of any liquidation, dissolution or winding up
   of the Corporation, whether voluntary or involuntary, after payment shall
   have been made to the holders of shares of Preferred Stock of the full
   amount to which they shall be entitled pursuant to the resolution or
   resolutions providing for the issue of any series of shares of Preferred
   Stock, the holders of shares of Common Stock shall be entitled, to the
   exclusion of the holders of shares of Preferred Stock of any and all series,
   to share, ratably according to the number of shares of Common Stock held by
   them, in all remaining assets of the Corporation available for distribution
   to its stockholders.

      (2)  Subject to the provisions of any applicable law, these Articles of
   Incorporation or of the By-laws, with respect to the closing of the transfer
   books or the fixing of a record date for the determination of stockholders
   entitled to vote and except as otherwise provided by law or by the
   resolution or resolutions providing for the issue of any series of shares of
   Preferred Stock, the holders of outstanding shares of Common Stock shall
   exclusively possess voting power for the election of directors and for all
   other purposes, each holder of record of shares of Common Stock being
   entitled to one vote for each share of Common Stock standing in his or her
   name on the books of the Corporation.

   (b)  Preferred Stock.  The Board of Directors may authorize by resolution or
resolutions from time to time the issuance of one or more classes or series of
Preferred Stock and fix the designations, powers, preferences and relative,
participating, optional or other rights (including, without limitation, rights
respecting conversion, exchange or redemption) and the qualifications,
limitations or other restrictions thereof (including restrictions respecting
conversion, exchange or redemption) with respect to each such class or series
of Preferred Stock, and the number of shares constituting each such class or
series. Unless otherwise provided in any such resolution or resolutions, the
number of shares of Preferred Stock of any such series to which such resolution
or resolutions apply may be increased (but not above the total number of
authorized shares of the class) or decreased (but not below the number of
shares thereof then outstanding) by a resolution or resolutions likewise
adopted by the Board of Directors, and the Board of Directors may otherwise
increase or decrease the number of shares of any such class or series to the
extent permitted by the Corporation Law. Any of the voting powers,
designations, preferences, rights and qualifications, limitations or
restrictions of any such series of Preferred Stock may be made dependent upon
facts ascertainable outside of the resolution or resolutions providing for the
issue of such Preferred Stock adopted by the Board pursuant to the authority
vested in it by this Article V, provided that the manner in which such facts
shall operate upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such series of Preferred Stock
is clearly and expressly set forth in the resolution or resolutions providing
for the issue of such Preferred Stock. The term "facts" as used in the next
preceding sentence shall have the meaning given to it under Panamanian law.
Shares of Preferred Stock of any series that have been redeemed (whether
through the operation of a sinking fund or otherwise) or that if convertible or
exchangeable, have been converted into or exchanged for shares of any other
class or classes shall have the status of authorized and unissued shares of
Preferred Stock of the same series and may be reissued as a part of the series
of which they were originally a part or may be reclassified and reissued as
part of a new series of shares of Preferred Stock to be created by resolution
or resolutions of the Board of Directors or as part of any other series of
shares of Preferred Stock, all subject to the conditions or restrictions on
issuance set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of shares of Preferred Stock.

                                      4



   (c)  Carnival Special Voting Share.

      (1)  The Carnival Special Voting Share shall confer on the holder of such
   share the relevant rights and obligations set out in these Articles of
   Incorporation and the By-Laws. The Carnival Special Voting Share shall cease
   to confer any right to attend or vote at any meeting of the shareholders of
   the Corporation if either the Equalization Agreement is terminated or if a
   resolution to terminate the SVE Special Voting Deed is approved as a Class
   Rights Action.

      (2)  The Carnival Special Voting Share shall have the following voting
   rights:

          (A)  In relation to a resolution of the Corporation to approve a
       Joint Electorate Action at any meeting of the shareholders of the
       Corporation, the Carnival Special Voting Share shall carry:

             (i)  such number of votes in favor of the resolution as were cast
          in favor of the Equivalent Resolution at the Parallel Shareholder
          Meeting of P&O Princess by holders of P&O Princess Ordinary Shares
          and Other Voting Shares of P&O Princess;

             (ii)  such number of votes against the resolution as were cast
          against the Equivalent Resolution at the Parallel Shareholder Meeting
          of P&O Princess by holders of P&O Princess Ordinary Shares and Other
          Voting Shares of P&O Princess; and

             (iii)  such number of abstentions as were recorded as abstentions
          from the Equivalent Resolution at the Parallel Shareholder Meeting of
          P&O Princess by holders of P&O Princess Ordinary Shares and Other
          Voting Shares of P&O Princess;

       in each case multiplied by the Carnival Equivalent Number in effect at
       the time such meeting of the shareholders of the Corporation is held and
       in each case rounded up to the nearest whole number, such votes to be
       cast by the holder of the Carnival Special Voting Share in accordance
       with the above provisions.

          (B)  In relation to a resolution of the Corporation to approve a
       Class Rights Action at any meeting of the shareholders of the
       Corporation:

             (i)  if the Equivalent Resolution is approved by the requisite
          majority (as determined in accordance with the P&O Princess Articles
          and Applicable Regulations) of the holders of P&O Princess Ordinary
          Shares and Other Voting Shares of P&O Princess at the Parallel
          Shareholder Meeting of P&O Princess, then the Carnival Special Voting
          Share shall carry no votes; and

             (ii)  if the Equivalent Resolution is not approved by the
          requisite majority (as determined in accordance with the P&O Princess
          Articles and Applicable Regulations) of the holders of P&O Princess
          Ordinary Shares and Other Voting Shares of P&O Princess at the
          Parallel Shareholder Meeting of P&O Princess, and (x) if the
          resolution needs to be passed by a Majority Resolution, then the
          Carnival Special Voting Share shall be entitled to cast such number
          of votes, representing the largest whole percentage that is less than
          the percentage of the number of votes as would be necessary to defeat
          a Majority Resolution if the total votes capable of being cast by the
          outstanding Carnival Common Stock and Other Voting Shares entitled to
          vote pursuant to Applicable Regulations and/or the Carnival Articles
          and By-Laws (excluding the Carnival Special Voting Share) were cast
          in favour of the resolution at the meeting of the Corporation's
          shareholders, and all such votes shall be cast against approval of
          such resolution; or (y) if the resolution needs to be passed by a
          Supermajority Resolution, then the Carnival Special Voting Share
          shall be entitled to cast such number of votes, representing the
          largest whole percentage that is less than the percentage of the
          number of votes as would be necessary to defeat a Supermajority
          Resolution if the total votes capable of being cast by the outstanding

                                      5



          Carnival Common Stock and Other Voting Shares of Carnival that are
          entitled to vote pursuant to Applicable Regulations and/or the
          Carnival Articles and By-Laws (excluding the Carnival Special Voting
          Share) were cast in favour of the resolution at the meeting, and all
          such votes shall be cast against approval of such resolution.

          By way of further explanation, expressed as a formula, the Carnival
          Special Voting Share shall be entitled to cast the following number
          of votes:



                --                                                 --
                  One percentage point less than the minimum
                    percent needed to defeat the resolution
                    -------------------------------------
                                                                
                  100% percent -- Minimum percent                    X       Number of votes entitled
                            needed to  defeat the                            to be cast (excluding the
                            resolution                                     Carnival Special Voting Share)
                --                                                 --


          Accordingly, for a Majority Resolution, 50 percent is the minimum
          percent needed to defeat the resolution, and the figure in brackets
          would be 98 percent. In the event that a Super Majority Resolution is
          required to carry in excess of 75 percent of the votes cast, then 25
          percent would be the minimum percent needed to defeat the resolution,
          and the figure in brackets would be 32 percent.

          (C)  Except as set forth above, the Carnival Special Voting Share
       shall not be entitled to vote on any matter submitted to the
       shareholders of the Corporation.

      (3)  The rights and obligations attaching to the Carnival Special Voting
   Share may be amended or modified only by a resolution approved as a Class
   Rights Action; provided that where the proposed amendment or modification
   increases the obligations of the holder of the Carnival Special Voting
   Share, such amendment or modification shall also require the consent of the
   holder of the Carnival Special Voting Share.

      (4)  Notwithstanding anything to the contrary in these Articles of
   Incorporation, the By-Laws or any other agreement, under no circumstances
   shall the Carnival Special Voting Share be entitled to any rights upon
   Liquidation and distribution of assets of the Corporation or rights with
   respect to dividends or other Distributions by the Corporation to its
   shareholders.

   (d)  The Equalization Share.  The Equalization Share shall:

             (1)  have no rights to receive notice of, attend or vote at any
          meeting of the Corporation;

             (2)  have rights to dividends as declared and paid by the Board in
          accordance with Article XVI; and

             (3)  in the event of a voluntary or involuntary Liquidation, rank
          after all other holders of shares with respect to a Liquidation
          Distribution paid in accordance with Article XVII.

   (e)  Disenfranchised Carnival Common Stock.  All shares in the capital of
Carnival carrying liquidation rights and/or voting rights acquired by any
member of the P&O Princess Group shall automatically be converted on the first
day that such shares are beneficially owned by a member of the P&O Princess
Group into disenfranchised shares ("Disenfranchised Carnival Common Stock")
which will rank pari passu with all of the shares of the same class except that
such shares shall not have any rights:

      (1)  to attend or vote at any general meeting or class meeting of the
   Corporation, unless, as to any such shares, at the relevant date the P&O
   Princess Group, beneficially owns 90 per cent. or more of the outstanding
   shares of such class (whether or not for the purpose of such calculation any
   shares of such class are Disenfranchised Carnival Common Stock); or

      (2)  to receive any distributions upon Liquidation.

                                      6



       Following the Transfer of any Disenfranchised Carnival Common Stock from
       a member of the P&O Princess Group to a person who is not a member of
       the Combined Group, such Disenfranchised Carnival Common Stock shall
       automatically be converted on the day that such shares are registered in
       the register of members of the Corporation into shares of the same class
       having liquidation rights and/or voting rights.

                                  ARTICLE VI
                             No Preemptive Rights

   No holder of shares shall have any right, preemptive or other, to subscribe
for or to purchase from the Corporation any of the shares of the Corporation
hereinafter issued or sold.

                                  ARTICLE VII
                           Address of Incorporators

   The name and mailing address of each signatory to the original Articles of
Incorporation and the number of shares which each such signatory agreed to take
care is as follows:



                                                       No. of Shares of Common
          Name                Post Office Address         Stock Subscribed
-------------------------  -------------------------  -------------------------
                                                
Mariano J. Oteiza          No. 8 Aquilino de la
                           Guardia Street
                           Panama, R. of P.                       1

Domingo Diaz A.            No. 8 Aquilino de la
                           Guardia Street
                           Panama, R. of P.                       1


                                 ARTICLE VIII
                              Board of Directors

   (a)  The Board of Directors shall consist of no less than three (3), and no
more than twenty-five (25) members. Within said minimum and maximum, the number
shall be set forth by resolution of the stockholders or by resolution of the
Board of Directors. The meetings of the Board of Directors will be held in the
Republic of Panama or in any other country, and any director can be represented
and vote by proxy or proxies at any and all directors' meetings. The meetings
may also be held by means of telephone conference, fax or any other means of
electronic communication, in which the participants have been in direct
contact. Likewise, the resolutions of the Board of Directors may be adopted by
minutes which are circulated for signature by the directors or their proxies in
different dates and places. The Board of Directors shall have absolute control
and full powers of administration on all the matters of the Corporation, being
it understood that the Board of Directors is empowered to contract loans or
financing in general, to grant guarantees with respect to its properties,
subsidiaries, its obligations and those of third parties, and to mortgage its
properties and assets, and to sell less than all or substantially all of the
assets of the Corporation without shareholder approval. Directors shall be
elected as provided in the By-Laws. All directors shall have equal standing and
have equal voting powers.

   (b)  Each director of the Corporation shall also consent to serve, and be
properly appointed, as a director of P&O Princess in order to qualify to serve
as a director of the Corporation. Directors may be of any nationality and need
not be residents or citizens of Republic of Panama or shareholders. No
corporation may be appointed or elected a director of the Corporation.

                                      7



   (c)  The Board of Directors are authorized to operate and carry into effect
the Equalization Agreement, the SVE Special Voting Deed and the Carnival Deed
of Guarantee. Subject to Applicable Regulations, nothing done by any director
in good faith pursuant to such authority and obligations shall constitute a
breach of the fiduciary duties of such director to the Corporation or its
shareholders. In particular, the directors shall, in addition to their duties
to the Corporation, be entitled to have regard to interests of the holders of
the Carnival Common Stock and P&O Princess Ordinary Shares as if the
Corporation and P&O Princess were a single entity.

   (d)  At all meetings of the Board of Directors the presence, in person or by
proxy, of at least one-third of the total number of directors shall constitute
a quorum for the transaction of business except as may be otherwise
specifically provided by Applicable Regulations, the Articles of Incorporation
or By-Laws. The act of a simple majority of the directors present in person or
by proxy at any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by
Applicable Regulations, the Articles of Incorporation or By-Laws.

   (e)  Authority of the Board of Directors.  The Board of Directors shall have
the authority to exercise all rights and powers granted to or vested in the
Board of Directors or the Corporation under Articles XII, XIII, XIV and XV and
to take any action as it deems necessary or advisable to give effect to the
provisions of Articles XII, XIII, XIV and XV, including the right and power to
interpret the provisions of Articles XII, XIII, XIV and XV and to make all
determinations deemed necessary or advisable to give effect to the provisions
of Articles XII, XIII, XIV and XV. Without limiting the generality of the
foregoing, the Corporation shall expressly have the right to effect or procure
a transfer of Carnival Common Stock (including Excess Shares and Combined Group
Excess Shares) as described in Articles XII, XIII, XIV and XV. In the case of
ambiguity in the application of any of the provisions of Articles XII, XIII,
XIV and XV, the Board of Directors shall, in its absolute discretion, have the
power to determine the application of such provisions with respect to any
situation based on the facts known to them, including, without limitation, any
rulings, regulations or waivers under, or amendments to, any Applicable
Regulations or that affect provisions of the City Code that are analogous to
Articles XIV and XV. All such actions, calculations, interpretations and
determinations which are done or made by the Board of Directors in good faith
shall be final, conclusive and binding on the Corporation and all other
parties. No director shall be liable for any act or omission pursuant to these
Articles XII, XIII, XIV and XV if such action was taken in good faith. Any one
or more directors may act as the attorney(s) of any holder of Carnival Common
Stock (including any holder of Excess Shares or Combined Group Excess Shares)
with respect to the execution of documents and other actions required to be
taken for the sale or transfer of Excess Shares pursuant to Article XIII or
Combined Group Excess Shares pursuant to Article XIV.

                                  ARTICLE IX
                                   Officers

   The Board of Directors, as soon as possible after the annual election of
directors, may choose a Chairman of the Board, a Vice-Chairman of the Board, a
President, a Chief Executive Officer, a Chief Operating Officer, a Secretary, a
Treasurer, and one or more Vice Presidents, all of whom shall hold their
offices until their successors are chosen and qualify. More than one office may
be held by the same person. The Board of Directors may from time to time choose
such other officers and agents as are necessary, who shall hold their offices
for such terms as are determined by the Board of Directors. Any officer or
agent chosen by the Board of Directors may be removed at any time with or
without cause by the affirmative vote of a majority of the members of the Board
of Directors then in office. Until the Board of Directors provides otherwise,
the legal representative of the Corporation shall be the President and, in his
absence, the Corporation shall be represented by the Chairman of the Board.

                                      8



                                   ARTICLE X
              Amendments to Articles of Incorporation and By-Laws

   (a)  Subject to subsections (b) and (c) of this Article X, any amendment to
these Articles of Incorporation shall require approval as a Joint Electorate
Action; provided that no amendment to these Articles of Incorporation may be
effected unless a majority of all votes entitled to be cast with respect
thereto (including votes entitled to be cast by the Carnival Special Voting
Share) have been voted in favor of such amendment at a meeting of the
shareholders of the Corporation.

   (b)  Any amendment to the Carnival Entrenched Articles shall require
approval as a Class Rights Action; provided that no amendment to these Articles
of Incorporation may be effected unless a majority of all votes entitled to be
cast with respect thereto (including votes entitled to be cast by the Carnival
Special Voting Share) have been voted in favor of such amendment at a meeting
of the shareholders of the Corporation.

   (c)  Notwithstanding the foregoing, any amendment of these Articles of
Incorporation (1) to specify or change the location of the office or registered
agent of the Corporation, or (2) to make, revoke or change the designation of a
registered agent, or to specify or change the registered agent, may be approved
and effected by the Board of Directors without the approval of the shareholders
of the Corporation or the shareholders of P&O Princess.

   (d)  Any amendment to or repeal of the Carnival Entrenched By-Laws shall
require approval as a Class Rights Action.

   (e)  Any amendment to or repeal of any By-Law of the Corporation other than
any of the Carnival Entrenched By-Laws may be approved and effected by the
Board of Directors without the approval of the shareholders of the Corporation
or the shareholders of P&O Princess regardless of whether such By-Law has been
previously approved by the shareholders of the Corporation.

   (f)  Notwithstanding the provisions of this Article X, upon completion of a
Mandatory Exchange, the Articles of Incorporation and the By-Laws shall be
automatically amended without any further action of the Corporation or the
shareholders of the Corporation as set forth in Appendices I and II hereto,
respectively.

                                  ARTICLE XI
                                Indemnification

   (a)  (1)  Each person (and the heirs, executors or administrators of such
person) who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or an officer of the Corporation or P&O Princess or
is or was serving at the request of the Corporation or P&O Princess as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless by the Corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by the Corporation Law, and any other applicable law, as from
time to time in effect. The foregoing provisions of this Article XI shall be
deemed to be a contract between the Corporation and each director and officer
who serves in such capacity at any time while this Article XI and the relevant
provisions of the Corporation Law and other applicable law, if any, are in
effect.

      (2)  The Corporation may, by action of the Board of Directors, provide
   indemnification to such of the employees and agents of the Corporation, P&O
   Princess or any person who is or was serving at the request of the
   Corporation or P&O Princess as an employee or agent of another

                                      9



   corporation, partnership, joint venture, trust or other enterprise, against
   expenses (including attorneys' fees), judgments, fines and amounts paid in
   settlement actually and reasonably incurred by him in connection with such
   action, suit or proceeding to such extent and to such effect as the Board of
   Directors shall determine to be appropriate and permitted by the Corporation
   Law, and any other applicable law, as from time to time in effect.

   (b)  The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation or P&O Princess, or is or was serving at the request of the
Corporation or P&O Princess as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss incurred by such person in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article XI or under the Corporation Law or any other
provision of law.

   (c)  The rights and authority conferred in this Article XI shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.

   (d)  Neither the amendment nor repeal of this Article XI nor the adoption or
any provision of the Articles of Incorporation or the By-Laws of the
Corporation, nor, to the fullest extent permitted by the Corporation Law and
any other applicable law, any modification or repeal of law, shall affect any
rights or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

   (e)  The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article XI shall, unless otherwise provided when authorized
or ratified under subsection (a)(2) hereof, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

   (f)  A member of the Board of Directors, or a member of any committee
designated by the Board of Directors, shall, in the performance of his duties,
be fully protected in relying in good faith upon the records of the Corporation
or P&O Princess and upon such information, opinions, reports or statements
presented to the Corporation by any of the Corporation's or P&O Princess'
officers or employees, or committees of the Board of Directors, or by any other
person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation. In discharging their
duties, directors and officers, when acting in good faith, may rely upon
financial statements of the Corporation or P&O Princess represented to them to
be correct by the chief financial officer or the controller or other officer of
the Corporation or P&O Princess having charge of its books or accounts, or
stated in a written report by an independent public or certified public account
or firm of such accountants fairly to reflect the financial condition of the
Corporation or P&O Princess.

                                  ARTICLE XII
                           Restrictions on Transfer

   (a)  Restriction of Transfers and Other Events.  Except as provided in
section (g) hereof, from the Section 883 Amendment Date until the Restriction
Termination Date: (1) no Person (other than an Existing Holder) shall
Beneficially Own Shares in excess of the Ownership Limit; (2) any Transfer
that, if effective, would result in any Person (other than an Existing Holder)
Beneficially Owning Shares in excess of the Ownership Limit shall be void ab
initio as to the Transfer of that number of Shares which would be otherwise
Beneficially Owned by such Person in excess of the Ownership Limit and the
intended transferee shall acquire no rights in such Shares in excess of the
Ownership Limit; and (3) any Transfer of Shares that, if effective, would
result in the Corporation being "closely held" within the

                                      10



meaning of Section 883 of the Code and the regulations promulgated thereunder
shall be void ab initio as to the Transfer of that number of Shares which would
cause the Corporation to be "closely held" within the meaning of Section 883 of
the Code and the regulations promulgated thereunder and the intended transferee
shall acquire no rights in such Shares.

   (b)  Excess Shares.

      (1)  If, notwithstanding the other provisions contained in these Articles
   of Incorporation, at any time from the Section 883 Amendment Date until the
   Restriction Termination Date, there is a purported Transfer or other event
   such that any Person (other than an Existing Holder) would Beneficially Own
   Shares in excess of the Ownership Limit, then, except as otherwise provided
   in section (g) hereof, such Shares which would be in excess of the Ownership
   Limit (rounded up to the nearest whole share), shall automatically be
   designated as Excess Shares (without reclassification), as further described
   in subsection (b)(2) hereof. The designation of such Shares as Excess Shares
   shall be effective as of the close of business on the business day prior to
   the date of the Transfer or other event. If, after designation of such
   Shares owned directly by a Person as Excess Shares, such Person still owns
   Shares in excess of the applicable Ownership Limit, Shares Beneficially
   Owned by such Person constructively in excess of the Ownership Limit shall
   be designated as Excess Shares until such Person does not own Shares in
   excess of the applicable Ownership Limit. Where such Person owns Shares
   constructively through one or more Persons and the Shares held by such other
   Persons must be designated as Excess Shares, the designation of Shares held
   by such other Persons as Excess Shares shall be pro rata.

      (2)  If, notwithstanding the other provisions contained in these Articles
   of Incorporation, at any time from the Section 883 Amendment Date until the
   Restriction Termination Date, there is a purported Transfer which, if
   effective, would cause the Corporation to become "closely held" within the
   meaning of Section 883 of the Code and regulations promulgated thereunder,
   then, except as otherwise provided in section (g) hereof, the Shares being
   Transferred and which would cause, when taken together with all other
   Shares, the Corporation to be "closely held" within the meaning of Section
   883 of the Code and the regulations promulgated thereunder (rounded up to
   the nearest whole share) shall automatically be designated as Excess Shares
   (without reclassification). The designation of such Shares as Excess Shares
   shall be effective as of the close of business on the business day prior to
   the date of the Transfer. If, after designation of such Shares owned
   directly by a Person as Excess Shares, such Person still owns Shares in
   excess of the applicable Ownership Limit, Shares Beneficially Owned by such
   Person constructively in excess of the Ownership Limit shall be designated
   as Excess Shares until such Person does not own Shares in excess of the
   applicable Ownership Limit. Where such Person owns Shares constructively
   through one or more Persons and the Shares held by such other Persons must
   be designated as Excess Shares, the designation of Shares held by such other
   Persons as Excess Shares shall be pro rata.

   (c)  Remedies for Breach.  If the Board of Directors or their designees
shall at any time determine in good faith that a purported Transfer or other
event has taken place in violation of section (a) hereof or that a Person
intends to acquire or has attempted to acquire Beneficial Ownership of any
Shares in violation of section (a) hereof, the Board of Directors or their
designees may take such action as they deem advisable to refuse to give effect
to or to prevent such Transfer or other event, including, but not limited to,
refusing to give effect to such Transfer or other event on the books of the
Corporation or instituting proceedings to enjoin such Transfer or other event
or transaction; provided, however, that any Transfers or attempted Transfers
(or, in the case of events other than a Transfer, Beneficial Ownership) in
violation of section (a) hereof shall be void ab initio and automatically
result in the designation and treatment described in section (b) hereof,
irrespective of any action (or non-action) by the Board of Directors or their
designees.

   (d)  Notice of Restricted Transfer.  Any Person who acquires or attempts to
acquire Shares in violation of section (a) hereof, or any Person who is a
purported transferee such that Excess Shares

                                      11



result under section (b) hereof, shall immediately give written notice to the
Corporation of such Transfer, attempted Transfer or other event and shall
provide to the Corporation such other information as the Corporation may
request in order to determine the effect, if any, of such Transfer or attempted
Transfer or other event on the Corporation's status as qualifying for exemption
from taxation on gross income from the international operation of a ship or
ships within the meaning of Section 883 of the Code.

   (e)  Exclusion.  The restrictions set forth in section (a) shall not apply
to any Shares with respect to which such restrictions are prohibited pursuant
to applicable provisions of the corporation laws of the Republic of Panama.

   (f)  Remedies Not Limited.  Subject to section (j) hereof, nothing contained
in these Articles of Incorporation shall limit the authority of the Board of
Directors to take such other action as they deem necessary or advisable to
protect the interests of the Corporation's shareholders by preservation of the
Corporation's status as exempt from taxation on gross income from the
international operation of a ship or ships within the meaning of Section 883 of
the Code and to ensure compliance with the Ownership Limit.

   (g)  Exception.  The Board of Directors upon receipt of a ruling from the
Internal Revenue Service or an opinion of tax counsel, satisfactory to them in
their sole and absolute discretion, in each case to the effect that the
Corporation's status as exempt from taxation on gross income from the
international operation of a ship or ships within the meaning of Section 883 of
the Code will not be jeopardized or worsened, may exempt a Person (or may
generally exempt any class of Persons) or any class of Shares from the
Ownership Limit if the Board of Directors, in its sole discretion, ascertains
that such Person's (or Persons') Beneficial Ownership of Shares or the
Beneficial Ownership of such class of Shares will not jeopardize or worsen the
Corporation's status as exempt from taxation on gross income from the
international operation of a ship or ships within the meaning of Section 883 of
the Code. The Board of Directors may require representations and undertakings
from such Person or Persons as are necessary to make such determination.

   (h)  Legend.  After the Section 883 Amendment Date, and prior to the
Restriction Termination Date, each certificate for the Shares shall bear the
following legend:

   The Shares represented by this certificate are subject to restrictions on
   transfer. Unless excepted by the Board of Directors or exempted by the terms
   of the Articles of Incorporation of Carnival Corporation, no Person may (1)
   Beneficially Own Shares in excess of 4.9% of the outstanding Shares, by
   value, vote or number, determined as provided in the Articles of
   Incorporation of Carnival Corporation, and computed with regard to all
   outstanding Shares and, to the extent provided by the Code, all Shares
   issuable under existing options and exchange rights that have not been
   exercised; or (2) Beneficially Own Shares which would result in the
   Corporation being "closely held." Unless so excepted, any acquisition of
   Shares and continued holding of ownership constitutes a continuous
   representation of compliance with the above limitations, and any Person who
   attempts to Beneficially Own Shares in excess of the above limitations has
   an affirmative obligation to notify the Corporation immediately upon such
   attempt. If the restrictions on transfer are violated, the transfer will be
   void ab initio and the Shares represented hereby will be designated and
   treated as Excess Shares that will be held in trust. Excess Shares may not
   be transferred at a profit and may be purchased by the Corporation. In
   addition, certain Beneficial Owners must give written notice as to certain
   information on demand and on exceeding certain ownership levels. All terms
   not defined in this legend have the meanings provided in the Articles of
   Incorporation of Carnival Corporation. The Corporation will mail without
   charge to any requesting shareholder a copy of the Articles of
   Incorporation, including the express terms of each class and series of the
   authorized Shares of the Corporation, within five (5) days after receipt by
   the Secretary of the Corporation of a written request therefor.

                                      12



   (i)  Severabilty.  If any provision of Article XII or XIII or any
application of any such provision is determined to be invalid by any Panamanian
court or United States federal or state court having jurisdiction over the
issues, the validity of the remaining provisions shall not be affected, and
other applications of such provision shall be affected only to the extent
necessary to comply with the determination of such court.

   (j)  New York Stock Exchange Transactions.  Nothing in these Articles of
Incorporation shall preclude the settlement of any transaction entered into
through the facilities of the New York Stock Exchange. The fact that the
settlement of any transaction occurs shall not negate the effect of any other
provision of these Articles of Incorporation and any transferee in such a
transaction shall be subject to all the provisions and limitations set forth in
these Articles of Incorporation.

   (k)  Owners Required to Provide Information.  After the Amendment Date and
prior to the Restriction Termination Date: (1) Every Beneficial Owner of three
percent (3%) or more, by vote, value or number, or such lower percentages as
required pursuant to regulations under the Code, of the outstanding Shares
shall promptly after becoming such a three percent (3%) Beneficial Owner, give
written notice to the Corporation stating the name and address of such
Beneficial Owner, the general ownership structure of such Beneficial Owner, the
number of shares of each class of Shares Beneficially Owned, and a description
of how such Shares are held. (2) Each Person who is a Beneficial Owner of
Shares and each Person (including the shareholder of record) who is holding
Shares for a Beneficial Owner shall provide on demand to the Corporation such
information as the Corporation may request from time to time in order to
determine the Corporation's status as exempt from taxation on gross income from
the international operation of a ship or ships within the meaning of Section
883 of the Code and to ensure compliance with the Ownership Limit.

                                 ARTICLE XIII
                                 Excess Shares

   (a)  Ownership in Trust.  Upon any purported Transfer or other event that
results in Excess Shares pursuant to section (b) of Article XII hereof, such
Excess Shares shall be deemed to have been transferred to the Excess Share
Trustee, as trustee of the Excess Share Trust, for the benefit of the
Charitable Beneficiary effective as of the close of business on the business
day prior to the date of the Transfer or other event. Excess Shares so held in
trust shall be issued and outstanding shares of the Corporation. The Purported
Record Transferee or Purported Record Holder shall have no rights in such
Excess Shares. The Purported Beneficial Transferee or Purported Beneficial
Holder shall have no rights in such Excess Shares except as provided in section
(c) or (e) of Article XIII. The Excess Share Trustee may resign at any time so
long as the Corporation shall have appointed a successor trustee. The Excess
Share Trustee shall, from time to time, designate one or more charitable
organization or organizations as the Charitable Beneficiary.

   (b)  Dividend Rights.  Excess Shares shall be entitled to the same dividends
determined as if the designation of Excess Shares had not occurred. Any
dividend or distribution paid prior to the discovery by the Corporation that
the Shares have been designated as Excess Shares shall be repaid to the Excess
Share Trust upon demand. Any dividend or distribution declared but unpaid shall
be paid to the Excess Share Trust. All dividends received or other income
earned by the Excess Share Trust shall be paid over to the Charitable
Beneficiary.

   (c)  Rights Upon Liquidation.  Upon liquidation, dissolution or winding up
of the Corporation, the Purported Beneficial Transferee or Purported Beneficial
Holder shall receive, for each Excess Share, the lesser of (1) the amount per
share of any distribution made upon liquidation, dissolution or winding up or
(2) (x) in the case of Excess Shares resulting from a purported Transfer, the
price per share of the Shares in the transaction that created such Excess
Shares (or, in the case of the devise, gift or other similar event, the Market
Price of such Shares on the date of such devise, gift or other similar

                                      13



event) or (y) in the case of Excess Shares resulting from an event other than a
purported Transfer, the Market Price of the Shares on the date of such event.
Any amounts received in excess of such amount shall be paid to the Charitable
Beneficiary.

   (d)  Voting Rights.  The Excess Share Trustee shall be entitled to vote the
Excess Shares on behalf of the Charitable Beneficiary on any matter. Subject to
Panamanian law, any vote cast by a Purported Record Transferee with respect to
the Excess Shares prior to the discovery by the Corporation that the Excess
Shares were held in trust will be rescinded ab initio; provided, however, that
if the Corporation has already taken irreversible action with respect to a
merger, reorganization, sale of all or substantially all the assets,
dissolution of the Corporation or other action by the Corporation, then the
vote cast by the Purported Record Transferee shall not be rescinded. The
purported owner of the Excess Shares will be deemed to have given an
irrevocable proxy to the Excess Share Trustee to vote the Excess Shares for the
benefit of the Charitable Beneficiary.

   Notwithstanding the provisions of these Articles of Incorporation, until the
Corporation has received notification that Excess Shares have been transferred
into an Excess Share Trust, the Corporation shall be entitled to rely on its
share transfer and other shareholder records for purposes of preparing lists of
shareholders entitled to vote at meetings, determining the validity and
authority of proxies and otherwise conducting votes of shareholders.

   (e)  Restrictions on Transfer; Designation of Excess Share Trust
Beneficiary.  Excess Shares shall be transferable only as provided in this
section (e) of Article XIII. At the direction of the Board of Directors, the
Excess Share Trustee shall transfer the Excess Shares held in the Excess Share
Trust to a Person or Persons (including, without limitation, the Corporation
under section (f) below) whose ownership of such Shares shall not violate the
Ownership Limit or otherwise cause the Corporation to become "closely held"
within the meaning of Section 883 of the Code within 180 days after the later
of (i) the date of the Transfer or other event which resulted in Excess Shares
and (ii) the date the Board of Directors determines in good faith that a
Transfer or other event resulting in Excess Shares has occurred, if the
Corporation does not receive a notice of such Transfer or other event pursuant
to section (d) hereof. If such a transfer is made, the interest of the
Charitable Beneficiary shall terminate, the designation of such Shares as
Excess Shares shall thereupon cease and a payment shall be made to the
Purported Beneficial Transferee, Purported Beneficial Holder and/or the
Charitable Trustee as described below. If the Excess Shares resulted from a
purported Transfer, the Purported Beneficial Transferee shall receive a payment
from the Excess Share Trustee that reflects a price per share for such Excess
Shares equal to the lesser of (A) the price per share received by the Excess
Share Trustee and (B) (x) the price per share such Purported Beneficial
Transferee paid for the Shares in the purported Transfer that resulted in the
Excess Shares, or (y) if the Purported Beneficial Transferee did not give value
for such Excess Shares (through a gift, devise or other similar event) a price
per share equal to the Market Price of the Shares on the date of the purported
Transfer that resulted in the Excess Shares. If the Excess Shares resulted from
an event other than a purported Transfer, the Purported Beneficial Holder shall
receive a payment from the Excess Share Trustee that reflects a price per share
of Excess Shares equal to the lesser of (A) the price per share received by the
Excess Share Trustee and (B) the Market Price of the Shares on the date of the
event that resulted in Excess Shares. Prior to any transfer of any interest in
the Excess Share Trust, the Corporation must have waived in writing its
purchase rights, if any, under section (f) below. Any funds received by the
Excess Share Trustee in excess of the funds payable to the Purported Beneficial
Holder or the Purported Beneficial Transferee shall be paid to the Charitable
Beneficiary. The Corporation shall pay the costs and expenses of the Excess
Share Trustee.

   Notwithstanding the foregoing, if the provisions of this section (e) are
determined to be void or invalid by virtue of any legal decision, statute, rule
or regulation, then the Purported Beneficial Transferee or Purported Beneficial
Holder of any shares of Excess Shares may be deemed, at the option of the
Corporation, to have acted as an agent on behalf of the Corporation in
acquiring or holding such Excess Shares and to hold such Excess Shares on
behalf of the Corporation.

                                      14



   (f)  Purchase Right in Excess Shares.  Excess Shares shall be deemed to have
been offered for sale by the Excess Share Trustee to the Corporation, or its
designee, at a price per Excess Share equal to (i) in the case of Excess Shares
resulting from a purported Transfer, the lesser of (A) the price per share of
the Shares in the transaction that created such Excess Shares (or, in the case
of devise, gift or other similar event, the Market Price of the Shares on the
date of such devise, gift or other similar event), or (B) the lowest Market
Price of the class of Shares which resulted in the Excess Shares at any time
after the date such Shares were designated as Excess Shares and prior to the
date the Corporation, or its designee, accepts such offer or (ii) in the case
of Excess Shares resulting from an event other than a purported Transfer, the
lesser of (A) the Market Price of the Shares on the date of such event or (B)
the lowest Market Price for Shares which resulted in the Excess Shares at any
time from the date of the event resulting in such Excess Shares and prior to
the date the Corporation, or its designee, accepts such offer. The Corporation
shall have the right to accept such offer for a period of ninety (90) days
after the later of (i) the date of the Transfer or other event which resulted
in such Excess Shares and (ii) the date the Board of Directors determines in
good faith that a Transfer or other event resulting in Excess Shares has
occurred, if the Corporation does not receive a notice of such Transfer or
other event pursuant to section (d) hereof.

   (g)  Underwritten Offerings.  The Ownership Limit shall not apply to the
acquisition of Shares or rights, options or warrants for, or securities
convertible into, Shares by an underwriter in a public offering or placement
agent in a private offering, provided that the underwriter makes a timely
distribution of such Shares or rights, options or warrants for, or securities
convertible into, Shares.

                                  ARTICLE XIV
                     Combined Group Ownership Restrictions

   (a)  Triggering Acquisition.  From the Amendment Date: Subject to section
(b) below, if any person (an "Acquiring Person") acquires additional Ordinary
Shares or voting control over additional Ordinary Shares and, after giving
effect to such acquisition (or, if the Corporation is subject to the City Code,
acquires Ordinary Shares or voting control over Ordinary Shares) such Acquiring
Person, whether solely or together with any person or persons Acting in Concert
with such Acquiring Person, holds or exercises voting control over Ordinary
Shares which equal or are in excess of the Combined Group City Code Limit (such
acquisition of Ordinary Shares or voting control over Ordinary Shares, a
"Triggering Acquisition"), then all (x) Ordinary Shares held by the Acquiring
Person or over which the Acquiring Person exercises voting control, and (y)
Ordinary Shares held by any party or parties Acting in Concert with such
Acquiring Person or over which any party or parties Acting in Concert with such
Acquiring Person exercise(s) voting control (the "Acquiring Person Attributable
Shares") shall automatically be designated as "Combined Group Restricted
Shares" for the purposes of Articles XIV and XV. A Triggering Acquisition can
occur more than once, and the provisions set forth in Articles XIV and XV shall
apply to every separate Triggering Acquisition or series of Triggering
Acquisitions.

   (b)  Qualifying Takeover Offer.  Notwithstanding the provisions of section
(a) above, if:

      (1)  prior to or simultaneously with a Triggering Acquisition, such
   Acquiring Person has made a Qualifying Takeover Offer (and, in the event
   that the Qualifying Takeover Offer was made prior to the Triggering
   Acquisition, such Qualifying Takeover Offer has not been withdrawn,
   abandoned or terminated prior to or simultaneously with the Triggering
   Acquisition), or

      (2)  the circumstances described in clause (1) have not occurred, and
   such Acquiring Person (x) within 10 days after the date on which the
   applicable Triggering Acquisition occurs, makes a binding public
   announcement to commence a Qualifying Takeover Offer, and (y) within 28 days
   after making the public announcement referred to in the preceding clause
   (x), commences a Qualifying Takeover Offer,

                                      15



   then the Acquiring Person Attributable Shares shall not be designated
   Combined Group Restricted Shares for the purposes of Articles XIV and XV
   hereof until the earliest to occur (if at all) of (i) a withdrawal,
   abandonment or termination of such Qualifying Takeover Offer other than in
   accordance with its terms, or (ii) any amendment, modification or supplement
   to the terms of either offer comprising the Qualifying Takeover Offer such
   that, as amended, modified or supplemented, the offers would not constitute
   a Qualifying Takeover Offer; provided, that immediately upon the earliest to
   occur of the events described in clause (i) or (ii), such Acquiring Person
   Attributable Shares shall be automatically designated as Combined Group
   Restricted Shares.

   (c)  Determination of Combined Group Excess Shares.  In the event that any
Ordinary Shares are designated Combined Group Restricted Shares pursuant to
section (a) or (b):

      (1)  If the Combined Group Restricted Shares (A) consist entirely of
   Carnival Common Stock, and (B) are held by or subject to the voting control
   of a single person, then all Carnival Common Stock held by such person or
   over which such person exercises voting control which cause the Combined
   Group City Code Limit to be equaled or exceeded, shall automatically be
   designated as Combined Group Excess Shares for the purposes of Article XV.

      (2)  If the Combined Group Restricted Shares (A) consist of both Carnival
   Common Stock and P&O Princess Ordinary Shares, and (B) are held by or
   subject to the voting control of a single person, then:

          (A)  if, after giving effect to the Equalization Ratio, (x) the
       number of votes represented by such Carnival Common Stock that could be
       cast with respect to a Joint Electorate Action exceeds (y) the number of
       votes represented by such P&O Princess Ordinary Shares that could be
       cast with respect to a Joint Electorate Action, then all Carnival Common
       Stock held by such person or over which such person exercises voting
       control which cause the Combined Group City Code Limit to be equaled or
       exceeded shall automatically be designated as Combined Group Excess
       Shares for the purposes of Article XV; and

          (B)  if, after giving effect to the Equalization Ratio, (x) the
       number of votes represented by such Carnival Common Stock that could be
       cast with respect to a Joint Electorate Action is less than or equal to
       (y) the number of votes represented by such P&O Princess Ordinary Shares
       that could be cast with respect to a Joint Electorate Action, such
       Carnival Common Stock shall be automatically be designated as Combined
       Group Excess Shares for the purposes of Article XV only to the extent
       that such Carnival Common Stock would give such person ownership or
       voting control equal to or in excess of the Combined Group City Code
       Limit, as if determined without regard to any P&O Princess Ordinary
       Shares held or subject to the voting control of such person.

      (3)  If the Combined Group Restricted Shares are held by or subject to
   the voting control of two or more persons Acting in Concert, where:

          (A)  all or a part of such Combined Group Restricted Shares would all
       have been designated as Combined Group Excess Shares pursuant to
       subsection (c)(1) hereof had they been held by or subject to the voting
       control of a single person; or

          (B)  all or a part of such Combined Group Restricted Shares would
       have been designated as Combined Group Excess Shares pursuant to
       subsection (c)(2) hereof had they been held by or subject to the voting
       control of a single person,

   then such automatic designation as Combined Group Excess Shares for the
   purposes of Article XV shall be made with respect to the same number of
   Carnival Common Stock held by or subject to the voting control of such
   persons Acting in Concert as if they had been held by or subject to the
   voting control of a single person, such designation to be made on a pro rata
   basis based on the number of Carnival Common Stock each such person holds or
   over which each such person exercises voting control.

                                      16



   (d)  Notice.

      (1)  Any person whose acquisition of Ordinary Shares or voting control
   over Ordinary Shares would or does result in any Ordinary Shares being
   constituted as Combined Group Restricted Shares pursuant to section (a) or
   (b) hereof shall immediately give written notice to the Corporation of such
   event and shall provide to the Corporation such other information as the
   Corporation may request in order to determine (i) whether any acquisition of
   Ordinary Shares or voting control over Ordinary Shares has resulted or could
   result in any Ordinary Shares being designated as Combined Group Restricted
   Shares under this Article XIV, and/or (ii) to what extent any Combined Group
   Restricted Shares should be designated as Combined Group Excess Shares
   pursuant to section (c) hereof.

      (2)  The Corporation will, as soon as practicable after the Board of
   Directors has knowledge thereof, notify in writing any Person who holds any
   Combined Group Restricted Shares; provided that failure by the Corporation
   to give any such notification shall in no way invalidate any of the
   provisions of Article XIV and XV. Upon receipt of such notice from the
   Corporation, such Person shall immediately provide to the Corporation such
   information described in subsection (d)(1) hereof as the Corporation shall
   request.

   (e)  Exclusion.  The restrictions set forth in Article XIV shall not apply
to:

      (1)  any Carnival Common Stock to the extent that such restrictions are
   prohibited pursuant to Applicable Regulations.

      (2)  any acquisition of Ordinary Shares or voting control over Ordinary
   Shares by any member of the Arison Group if, as a result, the aggregate of
   the voting rights of the P&O Princess Ordinary Shares and of the Carnival
   Common Stock held by the Arison Group and of the P&O Princess Ordinary
   Shares and of the Carnival Common Stock over which the Arison Group, after
   giving effect to the Equalization Ratio, exercises voting control does not
   thereby (i) increase by one per cent. or more in any period of twelve
   consecutive months and (ii) after giving effect to the Equalization Ratio,
   equal or exceed forty per cent. of the aggregate voting rights attached to
   the whole of the issued P&O Princess Ordinary Shares and the outstanding
   Carnival Common Stock. For the avoidance of doubt, (x) a shareholder shall
   not be deemed to have acquired Ordinary Shares or voting control over
   Ordinary Shares if solely as a result of a share buyback, cancellation or
   reduction of share capital, disenfranchisement of voting rights or any other
   procedure which has the effect of reducing the share capital or the voting
   share capital of the Corporation or of P&O Princess the percentage holding
   of such person is increased; and (y) the transfer of Ordinary Shares or
   voting control over Ordinary Shares among members of the Arison Group shall
   not be deemed to be a Triggering Acquisition.

      (3)  any acquisition pursuant to a Mandatory Exchange.

      (4)  any acquisition by the Corporation or any of its Subsidiaries from
   time to time of any Ordinary Shares.

      (5)  any acquisition by any member of the P&O Princess Group of any
   Ordinary Shares.

   (f)  Legend.  After the Amendment Date, each certificate for Carnival Common
Stock shall bear the following legend:

   The shares represented by this certificate are subject to certain
   restrictions on ownership of shares of Carnival Corporation and P&O Princess
   Cruises plc. Under the terms of the Articles of Incorporation of the
   Corporation, if any person acquires Carnival Common Stock and/or P&O
   Princess Ordinary Shares or voting control over such shares, and after
   giving effect to such acquisition, such person, together with any person or
   persons Acting in Concert with such acquiring person, holds or exercises
   voting control over Carnival Common Stock and/or P&O

                                      17



   Princess Ordinary Shares which is equal to or in excess of such number of
   shares which, in aggregate, represent the right to cast 30% or more of the
   votes on a Joint Electorate Action, such shares which cause that ownership
   limit to be equaled or exceeded may be designated as Combined Group Excess
   Shares. In addition, any additional acquisition of Carnival Common Stock
   and/or P&O Princess Ordinary Shares by a person that, together with any
   person or persons Acting in Concert, holds or has voting control over
   Carnival Common Stock and/or P&O Princess Ordinary Shares representing the
   right to cast not less than 30% and not more than 50% of the votes on a
   Joint Electorate Action, may result in certain shares being designated as
   Combined Group Excess Shares. Any Carnival Common Stock that are designated
   as Combined Group Excess Shares will be transferred to a trustee, and the
   prior holder thereof will have no right to vote such shares or receive
   dividends or other distributions with respect thereto. A person may exceed
   the ownership limits described above if such person makes a Qualifying
   Takeover Offer with respect to all Carnival Common Stock and P&O Princess
   Ordinary Shares. Holders may be required to provide written notice and other
   information to the Corporation if such ownership levels are equaled or
   exceeded. The foregoing is only a summary of the applicable restrictions and
   is qualified in its entirety by reference to the Articles of Incorporation
   of the Corporation. The Corporation will mail without charge to any
   requesting shareholder of the Corporation a copy of the Articles of
   Incorporation, within five (5) days after receipt by the Secretary of the
   Corporation of a written request therefor. All terms not defined in this
   legend have the meanings provided in the Articles of Incorporation of
   Carnival Corporation.

   (g)  Severability.  If any provision of Articles XIV or XV or any
application of any such provision is determined to be invalid by any Panamanian
court or United States federal or state court having jurisdiction over the
issues, the validity of the remaining provisions shall not be affected, and
other applications of such provision shall be affected only to the extent
necessary to comply with the determination of such court.

   (h)  New York Stock Exchange Transactions.  Nothing in these Articles of
Incorporation shall preclude the settlement of any transaction entered into
through the facilities of the New York Stock Exchange. The fact that the
settlement of any transaction occurs shall not negate the effect of any other
provision of these Articles of Incorporation and any transferee in such a
transaction shall be subject to all the provisions and limitations set forth in
these Articles of Incorporation.

                                  ARTICLE XV
                         Combined Group Excess Shares

   (a)  Ownership in Trust.  Upon the designation of any Carnival Common Stock
as Combined Group Excess Shares pursuant to section (c) of Article XIV hereof,
such Combined Group Excess Shares shall be transferred by or on behalf of the
Combined Group Excess Share Holder to the Excess Share Trustee, as trustee of
the Excess Share Trust, for the benefit of the Charitable Beneficiary. Until
such transfer to the Excess Share Trustee, the Combined Group Excess Shares
shall be held by the Combined Group Excess Share Holder in trust for the
benefit of the Charitable Beneficiary in accordance with the terms of these
Articles of Incorporation. From the date that such shares of Carnival Common
Stock are designated as Combined Group Excess Shares, the Combined Group Excess
Share Holder shall have no rights in such Combined Group Excess Shares, except
as provided in section (c), (e) or (f) below. The Excess Share Trustee may
resign at any time so long as the Corporation shall have appointed a successor
trustee. The Excess Share Trustee shall, from time to time, designate one or
more charitable organization or organizations as the Charitable Beneficiary.
More than one Excess Share Trustee may be appointed to hold the Combined Group
Excess Shares in trust for one or more Charitable Beneficiaries.


                                      18



   (b)  Dividend Rights.  Combined Group Excess Shares shall be entitled to the
same dividends and other distributions determined as if the designation of
Combined Group Excess Shares had not occurred. Any dividend or distribution
made or paid on or after the date such shares of Carnival Common Stock are
designated as Combined Group Restricted Shares and prior to the designation of
such shares of Carnival Common Stock as Combined Group Excess Shares shall be
repaid to the Excess Share Trust upon demand. Any dividend or distribution
declared but unpaid or not made shall be paid to the Excess Share Trust. All
dividends received or other income earned by the Excess Share Trust shall be
paid over to the Charitable Beneficiary.

   (c)  Rights Upon Liquidation.  Notwithstanding the fact that Combined Group
Excess Shares are held in trust for a Charitable Beneficiary, upon Liquidation
of the Corporation, the Combined Group Excess Share Holder shall receive (if it
has not already received consideration for such shares pursuant to section (e)
or (f) below), for each Combined Group Excess Share, the amount per share of
any distribution made upon Liquidation with respect to Carnival Common Stock
generally, less any costs and expenses incurred by the Corporation, the Excess
Share Trustee and the Charitable Beneficiary in connection with the transfer of
the Combined Group Excess Shares to the Excess Share Trustee and the holding of
such shares by the Excess Share Trustee.

   (d)  Voting Rights.

      (1)  The Excess Share Trustee shall be entitled, but shall not be
   required, to vote the Combined Group Excess Shares on behalf of the
   Charitable Beneficiary on any matter. Subject to Panamanian law, any vote
   cast by a Combined Group Excess Share Holder with respect to the Combined
   Group Excess Shares prior to the designation of such shares as Combined
   Group Restricted Shares will be rescinded ab initio; provided, however, that
   if the Corporation has already taken irreversible action with respect to a
   merger, reorganization, sale of all or substantially all the assets,
   dissolution of the Corporation or other action by the Corporation, then the
   vote cast by the Combined Group Excess Share Holder shall not be rescinded.
   The purported owner of the Combined Group Excess Shares will be deemed to
   have given an irrevocable proxy to the Excess Share Trustee to vote the
   Combined Group Excess Shares for the benefit of the Charitable Beneficiary.

      (2)  Notwithstanding the provisions of these Articles of Incorporation,
   until the Corporation has received notification that Combined Group Excess
   Shares have been transferred into an Excess Share Trust, the Corporation
   shall be entitled to rely on its share transfer and other shareholder
   records for purposes of preparing lists of shareholders entitled to vote at
   meetings, determining the validity and authority of proxies and otherwise
   conducting votes of shareholders.

   (e)  Transfer of Combined Group Excess Shares.

      (1)  Combined Group Excess Shares shall be transferable only as provided
   in this section (e). At the direction of the Board of Directors, the Excess
   Share Trustee shall transfer the Combined Group Excess Shares held in the
   Excess Share Trust to a person or persons (including, without limitation,
   the Corporation under section (f) below) whose ownership of such Carnival
   Common Stock would not result in a designation of any Carnival Common Stock
   as Combined Group Restricted Shares pursuant to section (a) or (b) of
   Article XIV, within 180 days after the later of (i) the date of the event
   that resulted in such shares being designated as Combined Group Restricted
   Shares pursuant to section (a) or (b) of Article XIV, and (ii) the date that
   the Board of Directors determines or is notified that an event resulting in
   Combined Group Restricted Shares has occurred. If such a transfer is made,
   the interest of the Charitable Beneficiary shall terminate, the designation
   of such Carnival Common Stock as Combined Group Excess Shares shall
   thereupon cease and a payment shall be made to the Combined Group Excess
   Share Holder as described below. The Combined Group Excess Share Holder
   shall receive a payment from the

                                      19



   Excess Share Trustee that reflects a price per share of Combined Group
   Excess Shares equal to the price per share received by the Excess Share
   Trustee upon such transfer, less any costs and expenses incurred by the
   Corporation, the Excess Share Trustee upon such transfer and the Charitable
   Beneficiary in connection with the transfer of the Combined Group Excess
   Shares to the Excess Share Trustee, the holding of such shares by the Excess
   Share Trustee and the transfer of such shares in accordance with this
   section (e).

      (2)  Notwithstanding the foregoing, if the provisions of this section (e)
   are determined to be void or invalid by virtue of any applicable law, then
   the Combined Group Excess Share Holder may be deemed, at the option of the
   Corporation, to have acted as an agent on behalf of the Corporation in
   acquiring or holding such Combined Group Excess Shares and to hold such
   Combined Group Excess Shares on behalf of the Corporation.

   (f)  Purchase Right in Combined Group Excess Shares.  Combined Group Excess
Shares shall be deemed to have been offered for sale by the Excess Share
Trustee to the Corporation, or its designee, at a price per Combined Group
Excess Share equal to the Market Price of the Carnival Common Stock on the date
that the Corporation acquires the Combined Group Excess Shares, less any costs
and expenses incurred by the Corporation, the Excess Share Trustee and the
Charitable Beneficiary in connection with the transfer of the Combined Group
Excess Shares to the Excess Share Trustee, the holding of such shares by the
Excess Share Trustee and the transfer of such shares in accordance with this
section (f). The Corporation shall have the right to accept such offer for a
period of ninety (90) days after the later of (i) the date of the event that
resulted in such shares being designated as Combined Group Restricted Shares
pursuant to section (a) or (b) of Article XIV, and (ii) the date the Board of
Directors determines in good faith that an event resulting in Combined Group
Restricted Shares has occurred, if the Corporation does not receive a notice of
such Transfer or other event pursuant to section (d) of Article XIV.

   (g)  Underwritten Offerings.  The provisions of Articles XIV and XV shall
not apply to the acquisition of Carnival Common Stock or rights, options or
warrants for, or securities convertible into, Carnival Common Stock by an
underwriter in a public offering or placement agent in a private offering;
provided, that the underwriter or placement agent makes a timely distribution
of such Carnival Common Stock or rights, options or warrants for, or securities
convertible into, Carnival Common Stock such that, after the distribution, such
underwriter or placement agent does not hold or exercise voting control over
Ordinary Shares equal to or in excess of the Combined Group City Code Limit.

   (h)  Applicability of Ownership Limit and Combined Group City Code
Limit.  Notwithstanding anything in these Articles to the contrary, in the
event of any occurrence that results in Carnival Common Stock being designated
as both Excess Shares pursuant to Article XII and Combined Group Restricted
Shares pursuant to Article XIV, such Shares shall be designated as Excess
Shares and not Combined Group Excess Shares.

   (i)  Voting Control.  For purposes of Articles XIV and XV: (i) references to
holding or acquiring shares will also be deemed to include holding or acquiring
voting control over shares; (ii) a person will be deemed to have voting control
over shares if such person has the power to direct the voting of such shares;
(iii) a person will be deemed to acquire shares upon the occurrence of any
event which results in such person Acting in Concert with another person with
respect to such other person's shares; and (iv) for the avoidance of doubt, for
purposes of calculating the voting power held by a person, any voting power
represented by the P&O Princess Special Voting Share or the Carnival Special
Voting Share shall be ignored.

                                      20



                                  ARTICLE XVI
                          Dividends and Distributions

   (a)  Subject to the Equalization Agreement and the provisions of these
Articles of Incorporation, the Corporation shall not pay or make any
Distribution in cash unless P&O Princess also pays or makes a Distribution in
cash at approximately the same time and the ratio of the Equalized Distribution
Amount so paid or made by the Corporation to the Equalized Distribution Amount
so paid or made by P&O Princess (converted, if applicable, at the Applicable
Exchange Rate for such Distributions and rounded to five decimal places) equals
the Equalization Ratio in effect on the Distribution Determination Date for
such Distributions (each, an "Equivalent Distribution").

   (b)  The Corporation shall not declare or otherwise become obligated to pay
or make a Distribution in cash unless (i) on the date on which such declaration
is made or such obligation is created, P&O Princess has sufficient
Distributable Reserves to make an Equivalent Distribution with respect to such
Distribution or (ii) the Corporation agrees to pay, and does pay, to P&O
Princess (before P&O Princess pays or makes such Distribution) the minimum
amount required by P&O Princess so that it will have sufficient Distributable
Reserves to pay or make such an Equivalent Distribution. Notwithstanding
compliance with the preceding sentence, if P&O Princess shall have declared or
otherwise become obligated to pay or make an Equivalent Distribution and does
not have sufficient Distributable Reserves to pay or make such Equivalent
Distribution when due, then the Corporation shall pay to P&O Princess the
minimum amount required by P&O Princess so that P&O Princess will have
sufficient Distributable Reserves to pay or make such Equivalent Distribution;
provided, however, that if the Corporation does not have sufficient
Distributable Reserves to pay or make in full both the Equivalent Distribution
that it declared or became obligated to make and the payment required by this
sentence, then (i) the Corporation shall only pay or make the portion of that
Equivalent Distribution (and any related payment that would have been required
by this sentence in respect of such portion if it were the entire Equivalent
Distribution that the Corporation had declared or became obligated to make)
that it can make out of its Distributable Reserves, and (ii) P&O Princess shall
only pay or make the portion of its Equivalent Distribution that it can make
out of its Distributable Reserves following receipt of such payment.

   (c)  For purposes of section (b) above, any amount the Corporation is
required to pay to P&O Princess shall be determined after taking into account
all Taxes payable by, and all Tax credits of, the Corporation and P&O Princess
with respect to the payment or receipt of such payment and any such payment may
be made on the Equalization Share, if any, issued by the Corporation if both
the Board of Directors and the P&O Princess Board deem it appropriate.

   (d)  The Board of Directors shall:

      (1)  insofar as is practicable in relation to any proposed cash
   Distribution, cooperate with the P&O Princess Board to agree the amount of
   the Equivalent Distribution to be paid by the Corporation and P&O Princess;

      (2)  determine to pay or recommend to pay Equivalent Distributions at
   Board of Directors meetings convened as close in time to those similarly
   convened by the P&O Princess Board as is practicable;

      (3)  cooperate with the P&O Princess Board to announce and pay Equivalent
   Distributions simultaneously or as close in time as practicable;

      (4)  ensure that the record dates for receipt of the Equivalent
   Distribution, in respect of the Corporation and P&O Princess, are on the
   same date; and

      (5)  generally coordinate with the P&O Princess Board the timing of all
   other aspects of the payment or making of Equivalent Distributions.

                                      21



                                 ARTICLE XVII
                                  Liquidation

   (a)  In the event of a voluntary or involuntary Liquidation of the
Corporation, the Corporation will, subject to subsection (b) below, make such
payments or take such other actions required to ensure that the holders of
Carnival Common Stock and P&O Princess Ordinary Shares would, had each of the
Corporation and P&O Princess gone into Liquidation on the same date, be
entitled to receive a Liquidation Distribution which is equivalent on a per
share basis in accordance with the Equalization Ratio then in effect and having
regard to the Liquidation Exchange Rate, but disregarding any shareholder Tax
or Tax Benefit.

   (b)  To establish the amount payable under section (a) above, each of the
Corporation and P&O Princess will determine the amount of assets (if any) it
will have available for distribution in a Liquidation on the date of the
Liquidation (or notional date of Liquidation) to holders of Carnival Common
Stock or P&O Princess Ordinary Shares, as the case may be, after payment of all
debts and other financial obligations, including any Tax costs associated with
the realization of any assets on a Liquidation and any payments due with
respect to any securities ranking in preference to the Carnival Common Stock or
the P&O Princess Ordinary Shares, as the case may be (each such amount, the
"Net Assets"). To the extent that the Net Assets of the Corporation or P&O
Princess would enable such company to make a Liquidation Distribution to the
holders of Carnival Common Stock or P&O Princess Ordinary Shares, as the case
may be, that is greater than the Liquidation Distribution that the other
company could pay from its Net Assets to the holders of its Ordinary Shares,
adjusting such comparative Liquidation Distribution in accordance with the
Equalization Ratio then in effect and having regard to the Liquidation Exchange
Rate, but disregarding any shareholder Tax (including any withholding Tax
required to be deducted by the company concerned) or Tax Benefit, then, subject
to subsection (c) below, such company will make a balancing payment (or take
any other action described in subsection (d) below) in such amount as will
ensure that both companies can make equivalent Liquidation Distributions to the
holders of their Ordinary Shares in accordance with the then existing
Equalization Ratio and having regard to the Liquidation Exchange Rate, but
ignoring any shareholder Tax (including any withholding Tax required to be
deducted by the company concerned) or Tax Benefit; provided that neither the
Corporation nor P&O Princess need make a balancing payment (or take any other
action) as described in this subsection (b) if it would result in neither the
holders of Carnival Common Stock nor the holders of P&O Princess Ordinary
Shares being entitled to receive any Liquidation Distribution at all.

   (c)  For purposes of subsection (b) above, any amount a company is required
to pay the other company shall be determined after taking into account all
Taxes payable by, and all Tax credits, losses or deductions of, the Corporation
and P&O Princess with respect to the payment or receipt of such payment and any
such payment may be made on the Equalization Share, if any, issued by the
paying party if both the Board of Directors and the P&O Princess Board deem it
appropriate.

   (d)  In giving effect to the principles regarding a Liquidation of the
Corporation and/or P&O Princess described above, the Corporation shall take
such action as may be required to give effect to such principles, which may
include:

      (i)  making a payment (of cash or in specie) to P&O Princess in
   accordance with the provisions of the Equalization Agreement;

      (ii)  issuing shares (which may include the Equalization Share) to P&O
   Princess or to holders of P&O Princess Ordinary Shares and making a
   distribution or return on such shares; or

      (iii)  taking any other action that the Board of Directors and the P&O
   Princess Board shall both consider appropriate to give effect to such
   principles

provided that any action other than a payment of cash by one company to the
other company shall require the prior approval of both the Board of Directors
and the P&O Princess Board.

                                      22



                                 ARTICLE XVIII
                                    Pairing

   (a)  For so long as the P&O Princess SVT Shares and the Carnival Common
Stock remain outstanding:

      (i) each P&O Princess SVT Share shall, immediately following the transfer
   from Carnival to the holders of shares of Carnival Common Stock by dividend
   or otherwise, be paired with one share of Carnival Common Stock;

      (ii) the P&O Princess SVT Shares and the shares of Carnival Common Stock
   shall not be represented by separate instruments but shall be represented by
   certificates representing the shares of Carnival Common Stock, which shall
   also represent the P&O Princess SVT Shares; and

      (iii)  each share of Carnival Common Stock shall not be transferred
   without the corresponding P&O Princess SVT Share; and

      (iv) the transfer agent for the Carnival Common Stock and Carnival shall
   not transfer, agree to transfer or recognize the transfer of shares of
   Carnival Common Stock in registered form unless such transfer occurs
   together with a transfer of an equivalent number of P&O Princess SVT Shares
   and such transfer agent has received from the transferor, either endorsed on
   the certificate representing the shares of Carnival Common Stock or
   otherwise, a duly completed and signed stock transfer form or stock power in
   writing which shall include an agreement by such transferor that such stock
   transfer form or stock power shall transfer the paired P&O Princess SVT
   Shares as well as the shares of Carnival Common Stock and which is signed by
   the transferor.

   (b)  Each certificate representing shares of Carnival Common Stock issued
after the Amendment Date shall:

      (i)  subject to the other provisions of this Article XVIII, take the form
   of the certificate representing shares of Carnival Common Stock as of
   immediately prior to the Amendment Date;

      (ii)  bear the following legend: "THIS CERTIFICATE ALSO REPRESENTS A
   NUMBER OF SHARES OF BENEFICIAL INTEREST ("TRUST SHARES") IN THE P&O PRINCESS
   SPECIAL VOTING TRUST ("P&O PRINCESS TRUST"), EQUAL TO THE NUMBER OF SHARES
   OF COMMON STOCK OF CARNIVAL CORPORATION (THE "CARNIVAL COMMON STOCK")
   REPRESENTED BY THIS CERTIFICATE. THE TRUST SHARES EACH REPRESENT AN EQUAL,
   ABSOLUTE, IDENTICAL, UNDIVIDED INTEREST IN THE TRUST PROPERTY (INCLUDING A
   SPECIAL VOTING SHARE ISSUED BY P&O PRINCESS CRUISES PLC) THAT IS HELD BY
   [  ], AS TRUSTEE OF THE P&O PRINCESS TRUST (THE "P&O PRINCESS TRUSTEE"). THE
   TRUST SHARES ARE REPRESENTED BY THIS CERTIFICATE PURSUANT TO THE TERMS OF A
   SPECIAL VOTING TRUST DEED ESTABLISHING P&O PRINCESS TRUST, DATED AS OF
   [          ], 2003 BETWEEN CARNIVAL CORPORATION AND THE P&O PRINCESS, AS
   TRUSTEE (THE "SPECIAL VOTING TRUST DEED") AND A PAIRING AGREEMENT AMONG
   CARNIVAL CORPORATION, THE P&O PRINCESS TRUSTEE AND [TRANSFER AGENT], DATED
   AS OF [        ], 2003 (THE "PAIRING AGREEMENT"), AND THE TRUST SHARES
   REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED TOGETHER WITH THE
   CARNIVAL COMMON STOCK PURSUANT TO THE PAIRING AGREEMENT. THE P&O PRINCESS
   TRUST AND THE TRUST SHARES ARE SUBJECT TO AND THE TRUST SHARES ARE ISSUED
   PURSUANT TO, THE SPECIAL VOTING TRUST DEED. BY ACCEPTING THE TRUST SHARES
   REPRESENTED BY THIS CERTIFICATE, THE HOLDER OF THIS CERTIFICATE AGREES TO BE
   BOUND BY THE PROVISIONS OF THE SPECIAL VOTING TRUST DEED. COPIES OF THE
   PAIRING AGREEMENT AND THE SPECIAL VOTING TRUST DEED MAY BE OBTAINED FROM
   CARNIVAL CORPORATION BY CONTACTING THE INVESTOR RELATIONS DEPARTMENT AT
   CARNIVAL CORPORATION'S HEADQUARTERS LOCATED AT 3655 N.W. 87 AVENUE, MIAMI,
   FLORIDA 33178"; and

                                      23



      (iii)  be in a form that is in compliance with all Applicable Regulations.

   (c)  After the Amendment Date, upon each issuance of additional shares of
Carnival Common Stock by the Corporation, once the P&O Princess Trustee
authorizes and issues a number of additional P&O Princess SVT Shares to the
Corporation equal to the number of shares of Carnival Common Stock to be issued
by the Corporation, the Corporation shall transfer the P&O Princess SVT Shares
to holders of such shares of Carnival Common Stock, which P&O Princess SVT
Shares shall, once distributed by the Corporation, be represented by the
certificates representing the shares of Carnival Common Stock.

   (d)  Upon the conversion or exercise of any securities convertible into
shares of Carnival Common Stock or any rights, options or warrants to purchase
shares of Carnival Common Stock (collectively, "Derivative Securities"), which
were issued by the Corporation prior to the Amendment Date and which have not
been previously converted or exercised, once the P&O Princess Trustee has
authorized and issued to the Corporation a number of the P&O Princess SVT
Shares equal to the number of shares of Carnival Common Stock the exercising or
converting holder of such Derivative Securities is entitled to receive upon
such exercise or conversion, the Corporation shall immediately transfer the P&O
Princess SVT shares to holders of Carnival Common Stock arising from the
conversion or exercise of the Derivative Securities, which P&O Princess SVT
shares shall be paired with the shares of Carnival Common Stock in accordance
with the Pairing Agreement. The Corporation shall thereupon issue to the
exercising or converting holder of such Derivative Securities a certificate or
certificates representing the number of shares of Carnival Common Stock that
such holder is entitled to receive upon such exercise or conversion, which
certificate or certificates shall also represent an equivalent number of P&O
Princess SVT Shares in accordance with the terms of the Pairing Agreement and
of the P&O Princess SVT Agreement.

   (e)  After the Amendment Date after the P&O Princess Trustee has taken such
action (including, without limitation, the authorization and issuance of
additional P&O Princess SVT Shares to the Corporation) as is required to be
taken by it to authorize the issuance of P&O Princess SVT Shares as
contemplated by this Article XVIII(d), once the P&O Princess Trustee has issued
to the Corporation such P&O Princess SVT shares upon the conversion or exercise
of such Derivative Securities (in accordance with Section 5 of the Pairing
Agreement), the Corporation shall thereupon (i) immediately transfer the P&O
Princess SVT shares to the holders of Carnival Common Stock arising from the
conversion or exercise of the Derivative Securities (at a rate of one P&O
Princess SVT share for each share of Carnival Common Stock held on the relevant
record date), and (ii) issue to the exercising or converting holder of such
Derivative Securities a certificate or certificates representing the number of
shares of Carnival Common Stock that such holder is entitled to receive upon
such conversion or exercise, which certificate or certificates shall also
represent an equivalent number of P&O Princess SVT Shares in accordance with
the terms of the Pairing Agreement and the P&O Princess SVT Agreement.

                                  ARTICLE XIX
                                   Domicile

   The domicile of the Corporation shall be in Panama City, Republic of Panama.
However, the Corporation may, as provided for by the Board of Directors, engage
in business and establish branches and keep its files and assets anywhere in
the world. Likewise, the Corporation may change its domicile of incorporation
and continue to exist under the laws or jurisdiction of another country, if
authorized by a resolution of the shareholders of the Corporation or of the
Board of Directors.

                                      24



                                  ARTICLE XX
                            Directors and Officers

   The names and addresses of the directors and officers of the Corporation in
office as of the date hereof are as follows:



        Name                      Address                               Office
        ----                      -------                               ------
                                                 
Micky Arison          3655 N.W. 87 Avenue              Director, Chairman of the Board and Chief
                      Miami, Florida 33178             Executive Officer

Richard G. Capen, Jr. 6077 San Elijo                   Director
                      Rancho Santa Fe,
                      California 92067

Robert H. Dickinson   3655 N.W. 87 Avenue              Director, President and Chief Operating
                      Miami, Florida 33178             Officer--Carnival Cruise Lines

Arnold W. Donald      3655 N.W. 87 Avenue              Director
                      Miami, Florida 33178

Pier L. Foschi        3655 N.W. 87 Avenue              Director, Chairman and Chief Executive
                      Miami, Florida 33178             Officer--Costa Crociere S.p.A

Howard S. Frank       3655 N.W. 87 Avenue              Director, Vice Chairman of the Board and
                      Miami, Florida 33178             Chief Operating Officer

Baroness Hogg         77 New Oxford Street             Director
                      London, England
                      WC1A 1PP

A. Kirk Lanterman     300 Elliott Avenue West          Director, Chairman of the Board and Chief
                      Seattle, Washington 98119        Executive Officer--Holland America
                                                       Line--Westours Inc.

Sir John Parker       77 New Oxford Street             Director
                      London, England
                      WC1A 1PP

Peter G. Ratcliffe    77 New Oxford Street             Director
                      London, England
                      WC1A 1PP

Modesto A. Maidique   Florida International University Director
                      Office of the President
                      University Park Campus
                      Miami, Florida 33199

Stuart S. Subotnick   215 East 67th Street             Director
                      New York, New York 10021

Uzi Zucker            245 Park Avenue                  Director
                      New York, New York 10167

Richard D. Ames       3655 N.W. 87 Avenue              Senior Vice President--Audit Services
                      Miami, Florida 33178

Gerald R. Cahill      3655 N.W. 87 Avenue              Senior Vice President Finance and Chief
                      Miami, Florida 33178             Financial Officer

Pamela C. Conover     3655 N.W. 87 Avenue              President and Chief Operating Officer,
                      Miami, Florida 33178             Cunard Line Limited


                                      25





       Name              Address                        Office
       ----              -------                        ------
                                  

 Kenneth D. Dubbin 3655 N.W. 87 Avenue  Vice President--Corporate Development
                   Miami, Florida 33178

 Ian Gaunt         3655 N.W. 87 Avenue  Senior Vice President--International
                   Miami, Florida 33178

 Lowell Zemnick    3655 N.W. 87 Avenue  Vice President and Treasurer
                   Miami, Florida 33178
 Arnaldo Perez     3655 N.W. 87 Avenue  Senior Vice President, General Counsel
                   Miami, Florida 33178 and Secretary


                                  ARTICLE XXI
                                 Miscellaneous

   (a)  Ambiguity.  In the case of an ambiguity in the application of any of
the provisions of these Articles of Incorporation, including any definition
contained in Article XXI hereof, the Board of Directors shall have the power to
determine the application of the provisions of these Articles of Incorporation
with respect to any situation based on the facts known to them.

   (b)  Enforcement.  The Corporation is authorized specifically to seek
equitable relief, including injunctive relief, to enforce the provisions of
these Articles of Incorporation.

   (c)  Non-Waiver.  No delay or failure on the part of the Corporation or the
Board of Directors in exercising any right hereunder shall operate as a waiver
of any right of the Corporation or the Board of Directors, as the case may be,
except to the extent specifically waived in writing.

   (d)  No Trust Business.  Notwithstanding anything to the contrary included
in these Articles of Incorporation, the creation and continued existence of the
Excess Share Trust may not be regarded as constituting the exercise by the
Excess Share Trustee of trust business in Panama in violation of the trust laws
of Panama.

                                 ARTICLE XXII
                                  Definitions

   For purposes of these Articles of Incorporation, except where the context
otherwise requires, the following terms shall have the following meanings:

   "Acting in Concert" shall have the same meaning as it has in the City Code;
provided that, notwithstanding anything to the contrary, none of (x) the Arison
Group, (y) the Carnival Group or (z) the P&O Princess Group (each, a
"Non-Concert Group"), shall be deemed to be Acting in Concert with any other
Non-Concert Group for the purpose of these Articles of Incorporation.

   "Amendment Date" shall mean [.], 2003.

   "Applicable Exchange Rate" shall mean, in relation to any proposed
Distributions by the Corporation and P&O Princess in relation to which a
foreign exchange rate is required, the average of the closing mid-point spot
U.S. dollar-sterling exchange rate on the five Business Days ending on the
Business Day before the Distribution Determination Date relating to such
Distributions (as shown in the London edition of the Financial Times, or such
other point of reference as the parties shall agree), or such other spot U.S.
dollar-sterling exchange rate or average U.S. dollar-sterling exchange rate as
at such other date (or over such other period) before a Distribution
Determination Date as the Board of Directors and the P&O Princess Board shall
agree, in each case rounded to five decimal places.

                                      26



   "Applicable Regulations" shall mean (a) any law, statute, ordinance,
regulation, judgment, order, decree, license, permit, directive or requirement
of any Governmental Agency having jurisdiction over the Corporation and/or P&O
Princess; and (b) the rules, regulations, and guidelines of (i) any stock
exchange or other trading market on which any shares or other securities or
depositary receipts representing such shares or securities of either the
Corporation or P&O Princess are listed, traded or quoted; and (ii) any other
body with which entities with securities listed or quoted on such exchanges
customarily comply (but, if not having the force of law, only if compliance
with such directives, requirements, rules, regulations or guidelines is in
accordance with the general practice of persons to whom they are intended to
apply), in each case for the time being in force and taking into account all
exemptions, waivers or variations from time to time applicable (in particular
situations or generally) to the Corporation or, as the case may be, P&O
Princess.

   "Arison Group" shall mean each of Marilyn B. Arison, Micky Arison, Shari
Arison, Michael Arison or their spouses or children or lineal descendants of
Marilyn B. Arison, Micky Arison, Shari Arison, Michael Arison or their spouses,
any trust established by Theodore Arison, any trust established for the benefit
of any Arison family member mentioned in this definition, or any "person" (as
such term is used in Section 13(d) or 14(d) of the US Securities Exchange Act
of 1934, directly or indirectly, controlling, controlled by or under common
control with any Arison family member mentioned in this paragraph or any trust
established for the benefit of any such Arison family member or any charitable
trust or non-profit entity established by a member of the Arison Group but
excluding (for the avoidance of doubt) Carnival or P&O Princess or any of their
respective Subsidiaries or affiliates.

   "Articles of Incorporation" shall mean the articles of incorporation of the
Corporation, as amended from time to time.

   "Associated Tax Credit" shall mean, in relation to any Distribution proposed
to be made by either the Corporation or P&O Princess, the amount of any imputed
or associated Tax credit or rebate or exemption (or the value of any other
similar associated Tax Benefit) which would be available to a shareholder
receiving or entitled to receive the Distribution, together with the amount of
any credit or benefit in respect of any Tax required to be deducted or withheld
from the Distribution by or on behalf of the paying company.

   "beneficial ownership" shall mean beneficial ownership as determined under
Rule 13d-3 under the U.S. Securities Exchange Act of 1934, and the terms
"beneficially own" and "beneficially owned" shall have the correlative meanings.

   "Beneficial Ownership" shall mean ownership of Shares by a Person who would
be treated as the owner of such Shares directly, indirectly or constructively,
as determined for purposes of Section 883(c)(3) of the Code and the regulations
promulgated thereunder, and shall include any Shares Beneficially Owned by any
other Person who is a "related person" with respect to such Person through the
application of Section 267(b) of the Code, as modified in any way for the
purposes of Section 883(c)(3) of the Code and the regulations promulgated
thereunder. The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially
Owned" shall have correlative meanings.

   "Board of Directors" or "Board" shall mean the board of directors of the
Corporation (or a duly authorised committee of the board of directors of the
Corporation) from time to time.

   "Business Day" shall mean, for purposes of the definitions of "Applicable
Exchange Rate" and "Liquidation Exchange Rate" only, any day other than a
Saturday, Sunday or day on which banking institutions in the cities of both New
York and London are authorized or obligated by law or executive order to close
in the United States or England (or on which such banking institutions are open
solely for trading in euros).

                                      27



   "By-Laws" shall mean the by-laws of the Corporation, as from time to time
amended.

   "Carnival Common Stock" shall mean issued and outstanding shares of Common
Stock from time to time, as the same may be subdivided or consolidated from
time to time and any shares of capital stock into which such Common Stock may
be reclassified, converted or otherwise changed, excluding the Carnival Special
Voting Share and the Carnival Equalization Share and, except with respect to
any voting rights and rights on a Liquidation as described in Article V(e),
shall include the Disenfranchised Carnival Common Stock.

   "Carnival Deed of Guarantee" shall mean the deed of guarantee dated as of
[.], 2003, between the Corporation and P&O Princess pursuant to which the
Corporation guarantees certain obligations of P&O Princess for the benefit of
certain future creditors of P&O Princess, as amended from time to time.

   "Carnival Entrenched Articles" shall mean section (a) (2), (c), (d) and (e)
of Article V, sections (b) and (d) of Article X, Article XIV, Article XV,
Article XVI and Article XVII and the definitions referred to therein.

   "Carnival Entrenched By-Laws" shall mean the following sections of the
By-Laws 2.06, 2.08(b), 2.10, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20, 3.03(a),
3.03(b), 3.07, 3.19, 3.20 and 5.03 and the definitions referred to therein.

   "Carnival Entrenched Provisions" shall mean the Carnival Entrenched Articles
and the Carnival Entrenched By-Laws.

   "Carnival Equivalent Number" means the number of shares of Carnival Common
Stock that have the same rights to distributions of income and capital and
voting rights as one P&O Ordinary Share. Initially, the Carnival Equivalent
Number shall be 0.30040, but it shall adjust as provided in Clause 4 of the
Equalization Agreement and the Schedule thereto. In all cases, the Carnival
Equivalent Number shall be rounded to five decimal places;

   "Carnival Group" shall mean the Corporation and its Subsidiaries and
associated undertakings from time to time, and a member of the Carnival Group
means any one of them.

   "Carnival Special Voting Share" shall mean the special voting share, par
value $.01 per share, of the Corporation.

   "Carnival SVC" shall mean the holder, from time to time, of the Carnival
Special Voting Share.

   "Carnival SVC Owner" shall mean the holder, from time to time, of the equity
interests in Carnival SVC.

   "Charitable Beneficiary" shall mean the organization or organizations
described in Section 170(c)(2) and 501(c)(3) of the Code selected by the Excess
Share Trustee.

   "City Code" shall mean the United Kingdom City Code on Takeovers and
Mergers, as amended from time to time (including any supplemental or
replacement Applicable Regulations), and including any actions required, or
approved, by any relevant governing or supervisory body with authority in
relation to the United Kingdom City Code on Takeovers and Mergers (or any
replacement).

   "Class Rights Action" shall mean the following actions:

      (1)  the voluntary Liquidation of the Corporation or P&O Princess for
   which the approval of shareholders of the Corporation is required by
   Applicable Regulations or proposed other than a voluntary Liquidation of
   both P&O Princess and the Corporation at or about the same time with the

                                      28



   purpose or effect of no longer continuing the operation of the businesses of
   the companies as a combined going concern and not as part of a scheme, plan,
   transaction or series of related transactions the primary purpose or effect
   of which is to reconstitute all or a substantial part of such businesses in
   one or more successor entities;

      (2)  the sale, lease, exchange or other disposition of all or
   substantially all of the assets of either P&O Princess or the Corporation,
   other than in a bona fide commercial transaction undertaken for a valid
   business purpose in which such company receives consideration with a fair
   market value reasonably equivalent to the assets disposed of and not as part
   of a scheme, plan, transaction or series of related transactions the primary
   purpose or effect of which is to collapse or unify the DLC Structure.

      (3)  any adjustment to the Equalization Ratio, otherwise than in
   accordance with the provisions of the Equalization Agreement;

      (4)  except where specifically provided for in such agreements, any
   amendment to the terms of, or termination of, the Equalization Agreement,
   the SVE Special Voting Deed, the Carnival Deed of Guarantee or the P&O
   Princess Deed of Guarantee (including, for the avoidance of doubt, the
   voluntary termination of either Deed of Guarantee);

      (5)  any amendment to, removal or alteration of the effect of (which
   shall include the ratification of or any breach of) any Carnival Entrenched
   Provision or any P&O Princess Entrenched Provision;

      (6)  any amendment to, removal or alteration of the effect of (which
   shall include the ratification of any breach of) Article XII or XIII of the
   Articles of Incorporation that would cause, or at the time of implementation
   would be reasonably likely to cause, an Exchange Event described in clause
   (a) of the definition thereof in the P&O Princess Articles to occur; and

      (7)  the doing of anything which the Board of Directors and the P&O
   Princess Board agree (either in a particular case or generally), in their
   absolute discretion, should be approved as a Class Rights Action.

   "Code" shall mean the United States Internal Revenue Code of 1986, as
amended from time to time.

   "Combined Group" means the Corporation, P&O Princess and their respective
Subsidiaries.

   "Combined Group City Code Limit" shall mean, at any time (i) with respect to
any person other than a Significant Combined Group Holder (or persons Acting in
Concert) such Ordinary Shares (which may include either or both of Carnival
Common Stock or P&O Princess Ordinary Shares) representing, in aggregate and
after giving effect to the Equalization Ratio, the right to cast 30% of the
votes on a Joint Electorate Action from time to time, or (ii) with respect to a
Significant Combined Group Holder only, any further Ordinary Shares (which may
include either or both of Carnival Common Stock or P&O Princess Ordinary
Shares) which increase that person's percentage of votes which could be cast on
a Joint Electorate Action from time to time.

   "Combined Group Excess Share Holder" shall mean the holder of Combined Group
Excess Shares as of the date such shares of Carnival Common Stock were
designated as Combined Group Excess Shares pursuant to section (c) of Article
XIV.

   "Combined Group Excess Shares" shall mean Carnival Common Stock designated
as such pursuant to section (c) of Article XIV.

   "Combined Group Restricted Shares" shall mean Carnival Common Stock
designated as such pursuant to sections (a) or (b) of Article XIV.

   "Common Stock" shall mean the nominative common stock, par value $.01 per
share, of the Corporation.

                                      29



   "Corporation" shall mean Carnival Corporation, a corporation organized and
existing in accordance with the laws of the Republic of Panama.

   "Corporation Law" shall mean the Corporation Law of the Republic of Panama.

   "Derivative Securities" shall have the meaning given in Article XVIII(c).

   "Disenfranchised Carnival Common Stock" has the meaning given to it in
Article V(e).

   "Distributable Reserves" shall mean, with respect to any Distribution by the
Corporation or P&O Princess, the total funds available to such company which it
is permitted to use to pay or make such Distribution under Applicable
Regulations relating to the Corporation or P&O Princess, as the case may be.

   "Distribution" shall mean, in relation to the Corporation or P&O Princess,
any dividend or other distribution, whether of income or capital, and in
whatever form, made by such company or any of its Subsidiaries to the holders
of such company's Ordinary Shares by way of pro rata entitlement, excluding any
Liquidation Distribution or buy back or repurchase or cancellation of Ordinary
Shares.

   "Distribution Determination Date" shall mean, with respect to any parallel
Distributions to be made by the Corporation and P&O Princess, the date on which
the Board of Directors and the P&O Princess Board resolve to pay or make such
parallel Distributions (or if they resolve on different dates to pay or make
such parallel Distributions, the later of those dates).

   "Equalization Agreement" shall mean the Equalization and Governance
Agreement, dated as of [.], 2003, between the Corporation and P&O Princess, as
the same may be amended or modified from time to time in accordance with its
terms.

   "Equalization Ratio" shall mean the ratio of (i) one P&O Princess Ordinary
Share to (ii) the Carnival Equivalent Number;

   "Equalization Share" shall mean, in relation to the Corporation, any share
designated as an Equalization Share in the Corporation from time to time by the
Board and, in relation to P&O Princess, the Equalization Share of (pound) 1 in
the capital of P&O Princess.

   "Equalized Distribution Amount" shall mean, in relation to either the
Corporation or P&O Princess, the amount of any Distribution proposed to be paid
or made by such company at any particular time on its Ordinary Shares, before
deduction of any amount in respect of Tax required to be deducted or withheld
from such Distribution by or on behalf of such company and excluding the amount
of any Associated Tax Credit, all such amounts being expressed in the currency
of declaration and on a per share basis.

   "Equivalent Distribution" shall have the meaning set forth in section (a) of
Article XVI.

   "Equivalent Resolution" shall mean a resolution of either the Corporation or
P&O Princess that is equivalent in nature and effect to a resolution of the
other company.

   "Excess Shares" shall mean Shares resulting from an event described in
section (b) of Article XII.

   "Excess Share Trust" shall mean a trust created pursuant to Article XIII or
Article XV hereof, as applicable.

                                      30



   "Excess Share Trustee" shall mean a Person, who shall be unaffiliated with
the Corporation, any Purported Beneficial Transferee, any Purported Record
Transferee and any Combined Group Excess Share Holder, appointed by the Board
of Directors as the trustee of the Excess Share Trust.

   "Existing Holders" shall mean (i) any member of the group of Persons that
jointly filed the Schedule 13D with the United States Securities and Exchange
Commission on November 22, 1999, with respect to the beneficial ownership of
shares of Carnival Common Stock and (ii) any Permitted Transferee.

   "Governmental Agency" shall mean a court of competent jurisdiction or any
government or governmental, regulatory, self regulatory or administrative
authority, agency, commission, body or other governmental entity and shall
include without limitation any relevant competition authorities, the UK Panel
on Takeovers and Mergers, the London Stock Exchange, the UK Listing Authority,
the U.S. Securities and Exchange Commission and the New York Stock Exchange.

   "Joint Electorate Action" shall have the meaning set forth in the
Corporation's By-Laws.

   "Liquidation" shall mean, with respect to the Corporation or P&O Princess,
any liquidation, winding up, receivership, dissolution, insolvency or
equivalent proceedings pursuant to which the assets of such company will be
liquidated and distributed to creditors and other holders of provable claims
against such company.

   "Liquidation Distribution" shall mean, in relation to the Corporation or P&O
Princess, any dividend or other distribution per Carnival Common Stock or P&O
Princess Ordinary Share, respectively, whether of income or capital and in
whatever form, made or to be made by such company or any of its Subsidiaries to
the holders of Carnival Common Stock or P&O Princess Ordinary Shares, as the
case may be, by way of pro rata entitlement in connection with the Liquidation
of such company.

   "Liquidation Exchange Rate" shall mean, as at any date, the average of the
closing mid-point spot U.S. dollar-U.K. pound sterling exchange rate on the
five Business Days ending on the Business Day before such date (as shown in the
London Edition of the Financial Times), or such other U.S. dollar-U.K. pound
sterling exchange rate as the Board of Directors and the P&O Princess Board or
the P&O Princess Board and the liquidators of Carnival or the Board of
Directors and the liquidators of P&O Princess or the liquidators of both P&O
Princess and Carnival Corporation, as the case may be, may determine, in each
case rounded to five decimal places.

   "Majority Resolution" means a resolution duly approved at a meeting of the
Corporation's shareholders by the affirmative vote of a majority of all the
votes cast on such resolution by all Shareholders of the Corporation entitled
to vote thereon (including, where applicable, the Carnival SVC) who are present
in person or by proxy at such meeting; provided that abstentions shall not be
counted as votes "cast" for these purposes.

   "Mandatory Exchange " shall have the meaning set forth in the P&O Princess
Articles.

   "Market Price" of any class of Shares on any date shall mean the average of
the daily closing prices for any such class of Shares for the five (5)
consecutive trading days ending on such date, or if such date is not a trading
date, the five consecutive trading days preceding such date. The closing price
for each day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to any class of Shares listed or
admitted to trading on the New York Stock Exchange, or if such class of Shares
are not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on

                                      31



which such class of Shares are listed or admitted to trading, or if such class
of Shares are not listed or admitted to trading on any national securities
exchange, the last quoted price, or if not so quoted, the average of the high
bid and low asked prices in the over the counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System or
such other system then in use, or if such class of Shares are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in such class of Shares selected
by the Board of Directors.

   "Ordinary Shares" shall mean the Carnival Common Stock and/or the P&O
Princess Ordinary Shares, as the context requires.

   "Other Voting Shares" shall mean, with respect to any resolution to be acted
on by the shareholders of the Corporation or P&O Princess, as the case may be,
such shares of capital stock of that company that are entitled to vote on such
resolution at a meeting of the shareholders of such company, other than the
Carnival Special Voting Share, the P&O Princess Special Voting Share and the
Ordinary Shares.

   "Ownership Limit" shall mean, in the case of a Person other than an Existing
Holder, Beneficial Ownership of more than four and nine tenths percent (4.9%),
by value, vote or number, of any class of Shares. The Ownership Limit shall not
apply to any Existing Holder or to any class of Shares exempted in accordance
with the provisions of section (g) of Article XII.

   "P&O Princess" shall mean P&O Princess Cruises plc, a public limited company
incorporated in England and Wales.

   "P&O Princess Articles" shall mean the articles of association of P&O
Princess, as amended from time to time.

   "P&O Princess Board" shall mean the Board of Directors of P&O Princess (or a
duly authorized committee of the board of directors of P&O Princess) from time
to time.

   "P&O Princess Deed of Guarantee" means the guarantee dated as of January   ,
2003 between P&O Princess and the Corporation, pursuant to which P&O Princess
guarantees certain obligations of the Corporation for the benefit of certain
future creditors of the Corporation, as amended from time to time.

   "P&O Princess Group" means P&O Princess and its Subsidiaries from time to
time, and a member of the P&O Princess Group means any one of them.

   "P&O Princess Ordinary Shares" shall have the meaning given to it in the P&O
Princess Articles.

   "P&O Princess Special Voting Share" shall mean the special voting share of
[(pound)1] in P&O Princess.

   "P&O Princess SVT" shall mean P&O Princess Special Voting Trust, a trust
established under the laws of the Cayman Islands, or such other entity as
replaces it pursuant to the terms of the SVE Special Voting Deed.

   "P&O Princess SVT Agreement" shall mean the Voting Trust Agreement,
establishing P&O Princess SVT, between P&O Princess Trustee and Carnival, dated
as of [.] 2003, as amended from time to time.

                                      32



                                      33


   "P&O Princess SVT Shares" shall mean the shares of beneficial interest in
the P&O Princess SVT.

   "P&O Princess Trustee" means [.], as trustee of P&O Princess SVT pursuant to
the P&O Princess SVT Agreement (or any successor trustee appointed pursuant to
Sections 7.06 and 7.07 thereof).

   "Parallel Shareholder Meeting" shall have the same meaning as it has in the
By-Laws.

   "Pairing Agreement" means the Pairing Agreement, dated as of [.], 2003,
among the Corporation, the P&O Princess Trustee and [.], as transfer agent, as
amended from time to time.

   "Permitted Transfer" shall mean a Transfer by an Existing Holder to any
Person which does not result in the Corporation losing its exemption from
taxation on gross income derived from the international operation of a ship or
ships within the meaning of Section 883 of the Code. Any such transferee is
herein referred to as a "Permitted Transferee."

   "Person" shall mean a person as defined by Section 7701(a) of the Code.

   "Preferred Stock" shall mean preferred stock, par value $.01 share, of the
Corporation.

   "Purported Beneficial Holder" shall mean, with respect to any event (other
than a purported Transfer, but including holding Shares in excess of the
Ownership Limitation on the Amendment Date) which results in Excess Shares, the
Person for whom the Purported Record Holder held Shares that, pursuant to
section (b) of Article XII, became Excess Shares upon the occurrence of such
event.

   "Purported Beneficial Transferee" shall mean, with respect to any purported
Transfer which results in Excess Shares, the purported beneficial transferee
for whom the Purported Record Transferee would have acquired Shares if such
Transfer had been valid under section (a) of Article XII.

   "Purported Record Holder" shall mean, with respect to any event (other than
a purported Transfer, but including holding Shares in excess of the Ownership
Limitation on the Amendment Date) which results in Excess Shares, the record
holder of the Shares that, pursuant to section (b) of Article XII, became
Excess Shares upon the occurrence of such event.

   "Purported Record Transferee" shall mean, with respect to any purported
Transfer which results in Excess Shares, the record holder of the Shares if
such Transfer had been valid under section (a) of Article XII.

   "Qualifying Acquisition" shall mean an acquisition of Ordinary Shares
consummated pursuant to a Qualifying Takeover Offer.

   "Qualifying Takeover Offer" shall mean an offer or offers to acquire
Carnival Common Stock and P&O Princess Ordinary Shares (i) which are made in
accordance with the City Code to the extent that the City Code applies to the
Combined Group, and (ii) which (provided that compliance with the following is
not inconsistent with the City Code):

      (a)  are made to all holders of Carnival Common Stock and P&O Princess
   Ordinary Shares; or

      (b)  are undertaken with respect to the Carnival Common Stock and P&O
   Princess Ordinary Shares at or about the same time; and

      (c)  comply with all Applicable Regulations and these Articles of
   Incorporation and the P&O Princess Articles; and



      (d)  each of the Board of Directors and the P&O Princess Board determines
   are equivalent to the holders of Carnival Common Stock, on the one hand, and
   the holders of P&O Princess Ordinary Shares, on the other hand, with respect
   to:

          (1)  the consideration offered for such shares (taking into account
       exchange rates and any difference in the share price of P&O Princess
       Ordinary Shares and Carnival Common Stock determined by the Board of
       Directors and the P&O Princess Board in their sole discretion to be
       appropriate and taking into account the Equalization Ratio);

          (2)  the information provided to such holders;

          (3)  the time available to such holders to consider such offer;

          (4)  the conditions to which the offers are subject; and

          (5)  such other terms of the offers which the Board of Directors and
       the P&O Princess Board shall determine are relevant.

   "Restriction Termination Date" shall mean such date as may be determined by
the Board of Directors in its sole discretion (and for any reason) as the date
on which the ownership and transfer restrictions set forth in Articles XII and
XIII should cease to apply.

   "Section 883 Amendment Date" means August 2, 2002.

   "Shares" shall mean shares of the Corporation of any class or classes traded
on an established securities market as may be authorized and issued from time
to time pursuant to Article V.

   "Significant Combined Group Holder" shall mean any person who, whether
solely or together with any party or parties Acting in Concert with such
person, after complying with the provisions of Articles XIV and XV, holds or
exercises voting control over Ordinary Shares (which may include either or both
of P&O Princess Ordinary Shares or Carnival Common Stock) representing, in
aggregate and after giving effect to the Equalization Ratio, the right to cast
not less than thirty percent (30%) and not more than fifty percent (50%) of the
votes on a Joint Electorate Action from time to time.

   "Subsidiary" shall mean with respect to the Corporation or P&O Princess, any
entity, whether incorporated or unincorporated, in which such company owns,
directly or indirectly, a majority of the securities or other ownership
interests having by their terms ordinary voting power to elect a majority of
the directors or other persons performing similar functions, or the management
and policies of which such party otherwise has the power to direct.

   "Supermajority Resolution" means a resolution required by Applicable
Regulations, these Articles of Incorporation or the By-Laws, as relevant, to be
approved by a higher percentage of votes cast than required under a Majority
Resolution, or where the percentage of votes in favour and against the
resolution is required to be calculated by a different mechanism to that
required by a Majority Resolution.

   "SVE Special Voting Deed" means the SVE Special Voting Deed, dated as of
[.], 2003, by and among the Corporation, Carnival SVC, Carnival SVC Owner, P&O
Princess and P&O Princess Trustee.

   "Tax" shall mean any taxes, levies, imposts, deductions, charges,
withholdings or duties levied by any authority (including stamp and transaction
duties) (together with any related interest, penalties, fines and expenses in
connection with them).

                                      34



   "Tax Benefit" shall mean any credit, rebate, exemption or benefit in respect
of Tax available to any person.

   "Transfer" shall mean any sale, transfer, gift, hypothecation, pledge,
assignment, devise or other disposition of Shares (including (i) the granting
of any option or interest similar to an option (including an option to acquire
an option or any series of such options) or entering into any agreement for the
sale, transfer or other disposition of Shares or (ii) the sale, transfer,
assignment or other disposition of any securities or rights convertible into or
exchangeable for Shares), whether voluntary or involuntary, whether of record,
constructively or beneficially and whether by operation of law or otherwise.
For purposes of this definition, whether securities or rights are convertible
or exchangeable for Shares shall be determined in accordance with Sections
267(b) and 883 of the Code.

                                      35



   In witness whereof, the undersigned have executed the Third Amended and
Restated Articles of Incorporation of Carnival Corporation this    day of
          , 2003.


                                           

--------------------------------------       --------------------------------------
By:    Micky Arison                          By:    Arnaldo Perez
Title: Chairman of the Board of Directors    Title: Secretary
       and Chief Executive Officer


                                      36



                                                                      Annex A-5

                                                                  [AGREED FORM]

                         AMENDED AND RESTATED BY-LAWS

                                      OF

                             CARNIVAL CORPORATION

                                   ARTICLE I
                                    Offices

   Section 1.1  Offices.  The Corporation may have and maintain an office or
offices at such places within or without the Republic of Panama as the Board of
Directors may from time to time determine or the business of the Corporation
requires.

                                  ARTICLE II
                           Meetings of Shareholders

   Section 2.1  Place of Meeting.  Every meeting of the Shareholders the
Corporation shall be held at the office of the Corporation or at such place or
places within or outside the Republic of Panama as shall be specified or fixed
in the notice of such meeting or in the waiver of notice thereof.

   Section 2.2  Annual Meeting.  The Annual Meeting of the Shareholders shall
be held annually at such hour and on such business day as may be determined by
the Board of Directors and designated in the notice of meeting. At such Annual
Meeting, the Shareholders then entitled to vote shall elect directors and shall
transact such other business as may properly be brought before the meeting.

   Section 2.3  Deferred Meeting for Election of Directors, Etc.  If the Annual
Meeting for the election of directors and the transaction of other business is
not held within the months specified in Section 2.2, the Board shall call a
meeting of Shareholders for the election of directors and the transaction of
other business as soon thereafter as convenient.

   Section 2.4  Special Meetings.  A Special Meeting of Shareholders (other
than a special meeting for the election of directors), unless otherwise
prescribed by statute, may be called at any time by the Board or by the
President or by the Secretary. At any Special Meeting of Shareholders only such
business may be transacted as is related to the purpose or purposes of such
meeting set forth in the notice thereof or in any waiver of notice thereof.

   Section 2.5  Notice of Meetings.  Except as provided in Section 6.2, written
notice of all meetings of Shareholders stating the purpose or purposes for
which the meeting is called, including whether the resolution relates to a
Joint Electorate Action or a Class Rights Action, the name of the person or
persons at whose direction the notice is being given, and the date, time and
place where it is to be held, shall be given, personally or by mail, at least
ten (10) but not more than sixty (60) days before such meeting, to each
Shareholder of record entitled to vote at such meeting and to each member of
the Board of Directors. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, with postage prepaid directed to the
Shareholder at his address as it appears on the records of the Corporation. An
affidavit of the Secretary or an Assistant Secretary or of the transfer agent
of the Corporation that the notice required by this Section 2.5 has been given
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein. When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof



are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called. If, however, the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each Shareholder of record entitled to vote at the meeting.

   Section 2.6  Notice with Respect to Joint Electorate Action or Class Rights
Action.  If the Corporation proposes to undertake a Joint Electorate Action or
Class Rights Action, the Corporation shall immediately give notice to P&O
Princess of the nature of the Joint Electorate Action or the Class Rights
Action it proposes to take. Unless such action is proposed to be taken at the
Annual Meeting of Shareholders, the Board of Directors shall convene a Special
Meeting for the purpose of considering a resolution to approve the Joint
Electorate Action or Class Rights Action. Such meeting shall be held as close
in time as practicable with the Parallel Shareholder Meeting convened by P&O
Princess for purposes of considering such Joint Electorate Action or Class
Rights Action.

      (a)  The Corporation shall cooperate fully with P&O Princess in preparing
   resolutions, explanatory memoranda or any other information or material
   required in connection with the proposed Joint Electorate Action or Class
   Rights Action.

   Section 2.7  Quorum, Manner of Acting and Adjournment.

      (a)  The presence in person or by proxy at any meeting of Shareholders
   holding at least one-third of the total votes entitled to be cast shall
   constitute a quorum for the transaction of business at such meeting except
   as otherwise required by Applicable Regulation, the Articles of
   Incorporation or these By-Laws. When a quorum is once present to organize a
   meeting of Shareholders, it is not broken by the subsequent withdrawal of
   any Shareholders. The holders of a majority of the shares of stock present
   in person or represented by proxy at any meeting of Shareholders, including
   an adjourned meeting, whether or not a quorum is present, may adjourn such
   meeting to another time and place. The Secretary shall give notice to P&O
   Princess as soon as possible of an adjournment and of the business to be
   transacted at an adjourned meeting.

      (b)  When a quorum for the transaction of business is present at any
   meeting, a Majority Resolution shall decide such question brought before
   such meeting, unless the question is one upon which, by express provision of
   Applicable Regulation, the Articles of Incorporation or as provided in these
   By-Laws, a Supermajority Resolution is required, in which case such express
   provision shall govern the decision of such question. Shareholders present
   in person or by proxy at a duly convened meeting can continue to transact
   business until adjournment, notwithstanding withdrawal of Shareholders so as
   to leave fewer than a quorum present.

      (c)  No action required to be taken or which may be taken at any meeting
   of Shareholders may be taken without a meeting, and the power of the
   Shareholders to consent in writing, without a meeting, to the taking of any
   action is specifically denied.

   Section 2.8  Quorum for Joint Electorate Actions and Class Rights Actions.

      (a)  For purposes of determining whether a quorum exists at any meeting
   of Shareholders where a Joint Electorate Action or a Class Rights Action is
   to be considered:

          (i)  if the meeting of Shareholders convenes before the Parallel
       Shareholder Meeting of P&O Princess, the Carnival Special Voting Share
       shall, at the commencement of the meeting, have no votes and therefore
       shall not be counted for purposes of determining the total number of
       shares entitled to vote at such meeting or whether a quorum exists at
       such meeting, although the Carnival Special Voting Share itself must be
       present, either in person (through a representative of Carnival SVC) or
       by proxy;

                                      2



          (ii)  if the meeting of the Shareholders convenes at substantially
       the same time as or after the Parallel Shareholder Meeting of P&O
       Princess with respect to one or more Joint Electorate Actions and no
       Class Rights Actions, the Carnival Special Voting Share will have the
       maximum number of votes attached to it as were cast on any such Joint
       Electorate Action multiplied by the Carnival Equivalent Number, either
       for, against or abstained, at the Parallel Shareholder Meeting of P&O
       Princess, and such maximum number of votes (including abstentions)
       multiplied by the Carnival Equivalent Number shall constitute shares
       entitled to vote and present for purposes of determining whether a
       quorum exists at such meeting; and

          (iii)  if the meeting of Shareholders convenes at substantially the
       same time as or after the Parallel Shareholder Meeting of P&O Princess
       with respect to one or more Class Rights Actions, the Carnival Special
       Voting Share shall, at the commencement of the meeting, have no votes
       (for purposes of determining whether a quorum exists, but without
       prejudice to any voting rights the Carnival Special Voting Share may
       have under the Articles of Incorporation), and therefore shall not be
       counted for purposes of determining the total number of shares entitled
       to vote at such meeting or whether a quorum exists at such meeting,
       although the Carnival Special Voting Share itself must be present,
       either in person (through a representative of Carnival SVC) or by proxy.

      (b)  Notwithstanding the foregoing, 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, Carnival SVC must be present
   at such meeting.

   Section 2.9  Organization.  At every meeting of Shareholders, the Chairman
of the Board, if there be one, or in the case of vacancy in the office or
absence of the Chairman of the Board, one of the following persons present in
the order stated: the vice chairman of the Board, if there be one or in their
order of rank or seniority if there be more than one, the Chief Executive
Officer, the President, the vice presidents in their order of rank or
seniority, a chairman designated by those members of the Board of Directors
present at the meeting or a chairman chosen by Shareholders shall act as
chairman, and the Secretary, or in his absence, an assistant secretary, or in
the absence of the Secretary and assistant secretaries, a person appointed by
the Chairman, shall act as secretary.

   Section 2.10  Voting by Ballot.  Any resolution to be considered at a
meeting of Shareholders in relation to which the Carnival SVC is or may be
entitled to vote shall be decided by ballot. The ballot shall be kept open for
such time as to allow the Parallel Shareholder Meeting of P&O Princess to be
held and for the votes attaching to the Carnival Special Voting Share to be
calculated and cast on such ballot, although such ballot may be closed earlier
in respect of shares of other classes. The chairman of the meeting shall direct
the procedures for voting by ballot.

   Section 2.11  Voting by Proxy.  Each Shareholder entitled to vote at a
meeting of Shareholders may authorize any person to act for him by proxy. A
proxy deposited by Carnival SVC will be valid if it is received by or delivered
to the chairman of the meeting before the close of the ballot to which it
relates. To be valid, a proxy must comply in form and substance with all
applicable provisions of Panamanian law.

   Section 2.12  Cumulative Voting.  Cumulative voting for directors shall not
be permitted.

   Section 2.13  List of Shareholders.  The Secretary shall prepare and make,
or cause to be prepared and made, at least ten days before every meeting of
Shareholders, a complete list of Shareholders, entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each Shareholder and
the number of shares registered in the name of each Shareholder. Such list
shall be open to the examination of any Shareholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the

                                      3



meeting or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any Shareholder who is
present.

Section 2.14  Inspectors of Election.

      (a)  In advance of any meeting of Shareholders, the Board of Directors
   may appoint inspectors of election, who need not be Shareholders, to act at
   such meeting or any adjournment thereof. If inspectors of election are not
   so appointed, the person presiding at any such meeting may, and on the
   request of any Shareholder entitled to vote at the meeting and before voting
   begins shall, appoint inspectors of election. In case any absence of the
   Chairman of the Board and the President, the persons designated pursuant to
   Section 2.9 shall act as chairman and secretary of the meeting.

      (b)  On request of the person presiding at the meeting or any Shareholder
   entitled to vote thereat, the inspectors shall make a report in writing of
   any challenge or question or matter determined by them, and execute a sworn
   certificate of any fact found by them. Any such report or certificate shall
   be prima facie evidence of the facts stated and on the vote as certified by
   him or them.

   Section 2.15  Actions for Shareholder Approval.

      (a)  All actions to be approved by the holders of Carnival Common Stock
   shall be Joint Electorate Actions, Class Rights Actions or Procedural
   Resolutions.

      (b)  No resolution with respect to a Joint Electorate Action or a Class
   Rights Action shall be approved unless the Parallel Shareholder Meeting of
   P&O Princess is validly held and a vote of the holders of P&O Princess
   Ordinary Shares is held on an Equivalent Resolution.

   Section 2.16  Joint Electorate Actions.  All actions put to the holders of
Carnival Common Stock or P&O Princess Ordinary Shares, except for Class Rights
Actions and Procedural Resolutions, shall constitute Joint Electorate Actions.
For the avoidance of doubt, the following actions, if put to the holders of
Carnival Common Stock or P&O Princess Ordinary Shares, shall constitute Joint
Electorate Actions:

      (a)  the appointment, removal or re-election of any director of the
   Corporation or P&O Princess, or both of them;

      (b)  to the extent such receipt or adoption is required by Applicable
   Regulations, the receipt or adoption of the Corporation's or P&O Princess'
   financial statements, or both of them, or accounts prepared on a combined
   basis, other than any accounts in respect of the period(s) ended prior to
   the date of the Equalization Agreement;

      (c)  a change of name of either the Corporation, P&O Princess, or both of
   them; and

      (d)  the appointment or removal of the auditors of the Corporation or P&O
   Princess, or both of them.

   Section 2.17  Procedure for Approval of Joint Electorate Actions.

      (a)  If the Corporation proposes to take any Joint Electorate Action,
   such action shall require approval by Majority Resolution (or if Applicable
   Regulations, the Articles of Incorporation or these By-Laws require the
   action to be approved by a Supermajority Resolution, by the vote required
   thereby) of the holders of Carnival Common Stock, holders of the
   Corporation's Other Voting Shares and the Carnival SVC, voting together as a
   single class by ballot.

      (b)  No resolution will be approved with respect to a Joint Electorate
   Action unless at least one-third of the total votes entitled to be cast by
   (i) the holders of Carnival Common Stock, and (ii)

                                      4



   the Carnival SVC (assuming for purposes of this calculation only that all
   holders of issued and outstanding P&O Princess Ordinary Shares voted at the
   Parallel Shareholder Meeting of P&O Princess) are cast on the resolution
   proposing such Joint Electorate Action.

      (c)  If P&O Princess proposes to take any Joint Electorate Action, the
   Corporation shall convene a Special Meeting, unless such action is proposed
   for an Annual Meeting, as close in time as practicable to such P&O Princess
   shareholders meeting to consider such action and shall propose a resolution
   which is an Equivalent Resolution to the proposed P&O Princess resolution
   with respect to such Joint Electorate Action. Such Equivalent Resolution
   shall be proposed as a Majority Resolution, unless Applicable Regulations,
   the Articles of Incorporation or these By-Laws require the Joint Electorate
   Action to be approved by a Supermajority Resolution.

      (d)  In relation to a resolution of the Corporation to approve a Joint
   Electorate Action at any meeting of Shareholders, the Carnival Special
   Voting Share shall carry:

          (i)  such number of votes in favour of the resolution as were cast in
       favour of the Equivalent Resolution at the Parallel Shareholder Meeting
       of P&O Princess by holders of P&O Princess Ordinary Shares and Other
       Voting Shares of P&O Princess;

          (ii)  such number of votes against the resolution as were cast
       against the Equivalent Resolution at the Parallel Shareholder Meeting of
       P&O Princess by holders of P&O Princess Ordinary Shares and Other Voting
       Shares of P&O Princess; and

          (iii)  such number of abstentions as were recorded as abstentions
       from the Equivalent Resolution at the Parallel Shareholder Meeting of
       P&O Princess by holders of P&O Princess Ordinary Shares and Other Voting
       Shares of P&O Princess;

in each case, multiplied by the Carnival Equivalent Number in effect at the
time such meeting of the Shareholders is held and in each case rounded up to
the nearest whole number, such votes to be cast by the holder of the Carnival
Special Voting Share in accordance with the above provisions.

   Section 2.18  Class Rights Action.  The following actions constitute Class
Rights Actions:

      (a)  the voluntary Liquidation of the Corporation or P&O Princess for
   which the approval of shareholders of the Corporation is required by
   Applicable Regulations or proposed other than a voluntary Liquidation of
   both P&O Princess and the Corporation at or about the same time with the
   purpose or effect of no longer continuing the operation of the businesses of
   the companies as a combined going concern and not as part of a scheme, plan,
   transaction, or series of related transactions the primary purpose or effect
   of which is to reconstitute all or a substantial part of such businesses in
   one or more successor entities;

      (b)  the sale, lease, exchange or other disposition of all or
   substantially all of the assets of either P&O Princess or the Corporation,
   other than in a bona fide commercial transaction undertaken for a valid
   business purpose in which such company receives consideration with a fair
   market value reasonably equivalent to the assets disposed of and not as a
   part of a scheme, plan, transaction or series of related transactions the
   primary purpose of which is to collapse or unify the DLC Structure;

      (c)  any adjustment to the Equalization Ratio, otherwise than in
   accordance with the provisions of the Equalization Agreement;

      (d)  except where specifically provided for in such agreements, any
   amendment to the terms of, or termination of, the Equalization Agreement,
   the SVE Special Voting Deed, the Carnival Deed of Guarantee or the P&O
   Princess Deed of Guarantee (including, for the avoidance of doubt, the
   voluntary termination of either Deed of Guarantee);

      (e)  any amendment to, removal or alteration of the effect of (which
   shall include the ratification of any breach of) any Carnival Entrenched
   Provision or any P&O Princess Entrenched Provision;

                                      5



      (f)  any amendment to, removal or alteration of the effect of (which
   shall include the ratification of any breach of) Article XII or XIII of the
   Articles of Incorporation that would cause, or at the time of implementation
   would be reasonably likely to cause, an Exchange Event described in clause
   (a) of the definition of such term in the P&O Princess Articles of
   Association to occur; and

      (g)  the doing of anything which the Board of Directors and the P&O
   Princess Board agree (either in a particular case or generally), in their
   absolute discretion, should be approved as a Class Rights Action.

Notwithstanding anything in these By-Laws to the contrary, none of the
foregoing actions may be taken by the Corporation unless it has been approved
as a Class Rights Action in accordance with Section 2.19.

   Section 2.19  Procedure for Approval of Class Rights Actions.

      (a)  If the Corporation proposes to take any Class Rights Action, such
   action shall require approval by a Majority Resolution (or, if Applicable
   Regulations, the Articles of Incorporation or these By-Laws require the
   action to be approved by a Supermajority Resolution, by the vote required
   thereby) of holders of Carnival Common Stock, holders of Other Voting Shares
   of the Corporation, and the Carnival SVC, voting together as a single class
   by ballot.

      (b)  If the proposed Class Rights Action is approved by the requisite
   vote (as determined in accordance with the P&O Princess Memorandum and
   Articles) of the holders of P&O Princess Ordinary Shares and Other Voting
   Shares of P&O Princess entitled to vote thereon at the Parallel Shareholder
   Meeting of P&O Princess, the Carnival Special Voting Share shall have no
   votes with respect to such proposed Class Rights Action. If the proposed
   Class Rights Action is not approved by the requisite vote (as determined in
   accordance with the P&O Princess Memorandum and Articles) of the holders of
   P&O Princess Ordinary Shares and Other Voting Shares of P&O Princess,
   entitled to vote thereon at the Parallel Shareholder Meeting of P&O Princess:

          (i)  if the resolution needs to be passed by a Majority Resolution,
       then the Carnival Special Voting Share shall be entitled to cast such
       number of votes representing the largest whole percentage that is less
       than the percentage of the number of votes as would be necessary to
       defeat a Majority Resolution if the total votes capable of being cast by
       the outstanding Carnival Common Stock and Other Voting Shares of
       Carnival that are entitled to vote pursuant to Applicable Regulations
       and/or the Carnival Articles and By-Laws (excluding the Carnival Special
       Voting Share) were cast in favour of the resolution at the Carnival
       Special Meeting, and all such votes shall be cast against approval of
       such resolution; and

          (ii)  if the resolution needs to be passed by a Supermajority
       Resolution, then the Carnival Special Voting Share shall be entitled to
       cast such number of votes representing the largest whole percentage that
       is less than the percentage of the number of votes as would be necessary
       to defeat a Supermajority Resolution if the total votes capable of being
       cast by the outstanding Carnival Common Stock and Other Voting Shares of
       Carnival that are entitled to vote pursuant to Applicable Regulations
       and/or the Carnival Articles and By-Laws (excluding the Carnival Special
       Voting Share) were cast in favour of the resolution at the Carnival
       Special Meeting, and all such votes shall be cast against approval of
       such resolution.

By way of further explanation, expressed as a formula, the Carnival Special
Voting Share shall be entitled to cast the following number of votes:


                                                   
          --                                       --
            One percentage point less than
            the minimum percent needed               X   Number of votes entitled to be cast (excluding
            to defeat the resolution                           the Carnival Special Voting Share)
            ---------------------------------------
             100 percent -- Minimum percent needed
                       to defeat the resolution
          --                                       --


                                      6



Accordingly, for a Majority Resolution, 50 percent is the minimum percent
needed to defeat the resolution, and the figure in brackets would be 98
percent. In the event that a Super Majority Resolution is required to carry in
excess of 75 percent of the votes cast, then 25 percent would be the minimum
percent needed to defeat the resolution, and the figure in brackets would be 32
percent.

      (c)  If P&O Princess proposes to take any Class Rights Action, the
   Corporation shall convene a Special Meeting, unless such action is proposed
   for an Annual Meeting, as close in time as practicable to the P&O Princess
   shareholders meeting at which the P&O Princess resolution in respect of such
   Class Rights Action is to be proposed, and shall propose an Equivalent
   Resolution. Such Equivalent Resolution shall be proposed as a Majority
   Resolution, unless Applicable Regulations, the Articles of Incorporation or
   these By-Laws require the Class Rights Action to be approved by a
   Supermajority Resolution.

   Section 2.20  Procedural Resolutions.  The Carnival Special Voting Share
shall have no right to vote on any resolution of a procedural or technical
nature, which does not adversely affect the shareholders of P&O Princess in any
material respect, put to the Shareholders at a meeting ("Procedural
Resolutions"), nor shall notice of such meeting to Shareholders be required to
include reference to these matters. The Chairman of the Board will, in his
absolute discretion, determine whether a resolution is a Procedural Resolution.
Subject to the foregoing and without limitation, to the extent that such
matters require the approval of Shareholders, any of the following shall be
Procedural Resolutions:

      (a)  that certain people be allowed to attend or be excluded from
   attending the meeting;

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

      (c)  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);

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

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

      (f)  to adjourn the meeting.

                                  ARTICLE III
                              Board of Directors

   Section 3.1  Powers.  All powers of the Corporation, except those
specifically reserved or granted to Shareholders by Applicable Regulation, the
Articles of Incorporation or these By-Laws, are hereby granted to and vested in
the Board of Directors; all such powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
by, the Board of Directors.

   Section 3.2  Number and Term of Office.

      (a)  The Board of Directors shall consist of no less than three (3) nor
   more than twenty-five (25) members. Directors need not be Shareholders. Each
   director shall hold office until his successor is elected and qualified or
   until his earlier death, resignation or removal.

      (b)  The Board of Directors shall consist of the identical individuals
   that constitute the P&O Princess Board.

   Section 3.3  Eligibility for Election, Effectiveness of Appointment,
Reciprocal Appointment.

      (a)  No person shall be a director of the Corporation unless they are
   also a director of P&O Princess. The appointment of a person as a director
   of the Corporation shall only take effect at the same time as that person's
   appointment as a director of P&O Princess takes effect.

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      (b)  If a person is appointed as a director of P&O Princess by the P&O
   Princess Board in accordance with the P&O Princess Memorandum and Articles,
   the Board of Directors shall also appoint that person as a director of the
   Corporation.

   Section 3.4  Vacancies.  Vacancies on the Board of Directors shall be filled
by a majority of the directors then in office, even though less than a quorum,
provided that any such person is appointed to both the Board of Directors and
P&O Princess Board at the same time. If only one director remains in office,
this director shall have the power to fill all vacancies. If there are no
directors, the Secretary may call a meeting at the request of any two
shareholders of the Corporation for the purpose of appointing one or more
directors.

   Section 3.5  Resignation of Directors.  Any director of the Corporation may
resign at any time by written notice to the Corporation. Such director must,
concurrently with his or her resignation as director of the Corporation, also
resign as director of P&O Princess. Such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein, but
in all events, only concurrently with the effectiveness of the director's
resignation from the P&O Princess Board, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

   Section 3.6  Removal of Directors.  Subject to the provisions of the
Corporation Law, any or all of the directors may be removed with or without
cause only by a Majority Resolution.

   Section 3.7  Disqualification of Directors.  A director shall be
disqualified from continuing to serve on the Board of Directors if (i) he
ceases to be a director by virtue of any provisions of Applicable Regulation,
the Articles of Incorporation or these By-Laws; (ii) he resigns from office by
giving written notice to the Corporation or, having been appointed for a fixed
term, the term expires or his office as a director is vacated pursuant to
Section 3.6; or (iii) he ceases to be a director of P&O Princess.

   Section 3.8  Organization.  At every meeting of the Board of Directors, the
Chairman of the Board, if there be one, or, in the case of a vacancy in the
office or absence of the Chairman of the Board, one of the following officers
present in the order stated: the vice chairman of the Board of Directors, if
there be one or in their order of rank and seniority if more than one, the
Chief Executive Officer, the President, the vice presidents in their order of
rank and seniority, or a chairman chosen by a majority of the directors
present, shall preside, and the Secretary, or, in his absence, an assistant
secretary, or in the absence of the Secretary and the assistant secretaries,
any person appointed by the chairman of the meeting shall act as secretary.

   Section 3.9  Place of Meeting.  The Board of Directors may hold its
meetings, both regular and special, at such place or places within or outside
the Republic of Panama as the Board of Directors may from time to time appoint,
or as may be designated in the notice calling the meeting.

   Section 3.10  Annual Meetings.  On the day when and at the place where the
Annual Meeting of Shareholders is held, and as soon as practicable thereafter,
the Board of Directors may hold its annual meeting, for the purposes of
organization, the election of officers and the transaction of other business.
Such annual meeting may be held at any other time and place specified in a
notice given as provided in Section 3.11 or in a waiver of notice thereof.

   Section 3.11  Regular Meetings.  Unless otherwise required by the Board of
Directors, regular meetings of the Board of Directors may be held without
notice at such time and place as shall be designated from time to time by
resolution of the Board of Directors. At such meetings, the directors may
transact such business as may properly be brought before the meeting. If any
day fixed for a regular meeting of the Board shall be a Saturday or Sunday or a
legal holiday at the place where such meeting is to be held, then such meeting
shall be held at the same hour at the same place on the first business day
thereafter which is not a Saturday, Sunday or legal holiday.

                                      8



   Section 3.12  Special Meetings.  Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President or
the Secretary or by two or more directors. Notice of each such meeting shall be
given to each director by telephone or in writing at least 24 hours (in the
case of notice by telephone) or 48 hours (in the case of notice by electronic
mail or facsimile) or 10 days (in the case of notice by mail) before the time
at which the meeting is to be held. Each such notice shall state the time and
place of the meeting but need not state the purpose or purposes of the meeting.
If mailed, each notice shall be deemed given when deposited, with postage
thereon prepaid, in a post office or official depository under the exclusive
care and custody of the United States post office department. Such mailing
shall be by first class mail.

   Section 3.13  Voting by Proxy.  Each director may authorize another director
to act for him by proxy at meetings of the Board of Directors, at meetings of
committees of the Board of Directors of which he is a member and in giving a
written consent in lieu of meetings of the Board of Directors and such
committees on behalf of his appointor. A proxy to a director shall be given in
an instrument in writing including a facsimile or similar communication method
and shall be produced to the first meeting at which it is used or otherwise
delivered to the Secretary of the Corporation. A proxy shall be conclusive
evidence of its validity until notice of revocation of such proxy in writing
including a facsimile or similar method of communication has been delivered to
the Secretary of the Corporation.

   Section 3.14  Quorum, Manner of Acting, Adjournment and Action without
Meeting.

      (a)  At all meetings of the Board of Directors the presence, in person or
   by proxy, of one-third of the total number of directors shall constitute a
   quorum for the transaction of business except as may be otherwise
   specifically provided by Applicable Regulation, the Articles of
   Incorporation or these By-Laws. The act of a simple majority of the
   directors present in person or by proxy at any meeting at which there is a
   quorum shall be the act of the Board of Directors, except as may be
   otherwise specifically provided by Applicable Regulation, the Articles of
   Incorporation or these By-Laws. A majority of the directors present at any
   meeting of the Board, including an adjourned meeting, whether or not a
   quorum is present, may adjourn such meeting to another time and place.
   Notice of any adjourned meeting of the Board need not be given to any
   director whether or not present at the time of the adjournment. Any business
   may be transacted at any adjourned meeting that might have been transacted
   at the meeting as originally called.

      (b)  Any person who is himself a director and acting as a proxy for any
   other director shall be entitled to have one vote for each capacity in which
   he so acts (in addition to any vote he may have as a director).

      (c)  Any action required or permitted to be taken at any meeting of the
   Board of Directors or any committee thereof may be taken without a meeting,
   if all of the members of the Board of Directors or committee (or other
   proxies) consent thereto in writing, and the writings are filed with the
   minutes of proceedings of the Board of Directors or committee.

   Section 3.15  Conference Telephone Meetings.  One or more directors may
participate in a meeting of the Board of Directors, or of a committee of the
Board of Directors, by means of conference telephone or similar communications
equipment by means of which all persons can hear each other. Participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting.

   Section 3.16  Committees of the Board of Directors.

      (a)  The Board of Directors may, by resolutions adopted by a majority
   vote of the entire Board of Directors, designate from among its members one
   or more other committees (having such name or names as may be determined
   from time to time by resolution adopted by the Board of Directors), each
   committee to consist of two or more directors. The Board may designate one
   or more directors as alternate members of any committee, who may replace any
   absent or disqualified member at any meeting of the committee. In the
   absence or disqualification of a

                                      9



   member of a committee, the member or members thereof present at any meeting
   and not disqualified from voting, whether or not he or they constitute a
   quorum, may unanimously appoint another member of the Board to act at the
   meeting in the place of any such absent or disqualified member.

      (b)  Any committee designated by the Board of Directors shall have and
   may exercise such powers and authorities as shall be provided in the
   resolution of the Board of Directors establishing such committee; but no
   committee of the Board of Directors shall have the power or authority in
   reference to the submission to Shareholders of any action that requires
   Shareholders' authorization under Applicable Regulation, the Articles of
   Incorporation, or these By-Laws, the filling of vacancies in the Board of
   Directors or in a committee, the fixing of the compensation of the directors
   for serving on the Board of Directors or on any committee, the adoption of
   an agreement of merger or consolidation, the sale, lease or exchange of all
   or substantially all of the Corporation's property and assets, recommending
   to Shareholders a dissolution of the Corporation or revocation of a
   dissolution, the amendment or repeal of the By-Laws or the adoption of new
   By-Laws, or the amendment or repeal of any resolution of the Board of
   Directors other than one which is by its terms so amendable or repealable.

   Section 3.17  Compensation of Directors.  Each director, in consideration of
his service as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at directors' meetings, or both,
as the Board may from time to time determine, together with reimbursement for
the reasonable expenses incurred by him in connection with the performance of
his duties. Each director who shall serve as a member of any committee of
directors in consideration of his serving as such shall be entitled to such
additional amount per annum or such fees for attendance at committee meetings,
or both, as the Board may from time to time determine, together with
reimbursement for the reasonable expenses incurred by him in the performance of
his duties. Nothing contained in this section shall preclude any director from
serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefor.

   Section 3.18  Specific and General Powers of Directors.  Subject to any
regulations from time to time made by Shareholders, the Board of Directors
shall have the management of the affairs, business and property of the
Corporation and may do all such acts as are not prohibited by Applicable
Regulation, by the Articles of Incorporation, or by these By-Laws, and as are
not reserved to the Shareholders.

   Section 3.19  Directors' Power to Give Effect to the DLC Agreements.

      (a)  The directors are authorized to operate and carry into effect the
   Equalization Agreement, the SVE Special Voting Deed and the Carnival Deed of
   Guarantee with full power to:

          (i)  enter into, operate and carry into effect any further or other
       agreements or arrangements with or in connection with P&O Princess or
       the holder of the P&O Princess Special Voting Share; and

          (ii)  do all such things as, in the opinion of the directors, are
       necessary or desirable for the application, implementation, protection,
       furtherance or maintenance of the dual listed company relationship with
       P&O Princess constituted by or arising out of any agreement or
       arrangement.

      (b)  Subject to Applicable Regulation, nothing done by any director in
   good faith pursuant to such authority and obligations shall constitute a
   breach of the fiduciary duties of such director to the Corporation or
   Shareholders. In particular, the directors shall, in addition to their
   duties to the Corporation, be entitled to have regard to the interests of
   the Combined Shareholders as if the Corporation and P&O Princess were a
   single legal entity. They are also authorized to provide to P&O Princess and
   any officer, employee or agent of P&O Princess any information relating to
   the Corporation.

                                      10



   Section 3.20  Discretionary Matters.  The Board of Directors may, by
agreement with the P&O Princess Board:

      (a)  decide to seek the approval of the shareholders (or any class of
   shareholders) of either or both of the Corporation and P&O Princess for any
   matter that would not otherwise require such approval;

      (b)  require any Joint Electorate Action to be approved instead as a
   Class Rights Action; or

      (c)  specify a higher majority vote than the required majority that would
   otherwise be required for any shareholder vote provided for in Section 2.7.

                                  ARTICLE IV
                                   Officers

   Section 4.1  Number, Qualifications and Designation.  The officers of the
Corporation shall be chosen by the Board of Directors and shall be a Chief
Executive Officer, a President, one or more vice presidents, a Secretary, a
Treasurer, and such other officers as may be elected or appointed in accordance
with the provisions of Section 4.2. Officers may be of any nationality and need
not be residents or citizens of the Republic of Panama. One person may hold
more than one office. Officers may be, but need not be, directors of the
Corporation or Shareholders.

   Section 4.2  Election and Term of Office.  The officers of the Corporation,
except those appointed by delegated authority pursuant to Section 4.3, shall be
elected annually by the Board of Directors, and each such officer shall hold
his office until his successor shall have been elected or appointed and
qualified, or until his earlier death, resignation or removal. More than two
offices may be held by the same person. Any officer may resign at any time upon
written notice to the Corporation. Any officer elected by the Board of
Directors or appointed by delegated authority may be removed at any time with
or without cause by the affirmative vote of a majority of members of the Board
of Directors then in office. The removal of an officer without cause shall be
without prejudice to his contract rights, if any. The election or appointment
of an officer shall not of itself create contract rights. Any vacancy occurring
in the office of the Corporation may be filled by the Board of Directors.

   Section 4.3  Powers and Duties.  The Chairman of the Board, or, if a
Chairman of the Board has not been chosen or is unavailable, the Vice-Chairman
of the Board, or, if neither has been chosen or are unavailable, the President,
shall preside at all meetings of the Shareholders and of the Board. The
Chairman of the Board and the Vice-Chairman of the Board may be executive
officers of the Corporation and shall exercise such executive duties as may be
prescribed from time to time by the Board. The officers and agents of the
Corporation shall each have such powers and perform such duties in the
management of the business and affairs of the Corporation as generally pertain
to their respective offices, as well as such powers and duties as from time to
time may be prescribed by the Board.

   Section 4.4  Other Officers, Subordinate Officers, Non-Board Committees and
Agents.  The Board of Directors may from time to time elect such other officers
and appoint such employees or other agents, or such committees (not
constituting committees of the Board of Directors), as it deems necessary, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as are provided in these By-Laws, or as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer or committee of the Board of Directors referred to in Section
3.16 the power to appoint subordinate officers and to retain or appoint
employees or other agents, or committees (not constituting committees of the
Board of Directors) and to prescribe the authority, duties and compensation of
such subordinate officers, committees, employees or other agents.

                                      11



                                   ARTICLE V
                     Certificates of Stock, Transfer, Etc.

   Section 5.1  Issue.  Each Shareholder shall be entitled to a certificate or
certificates for shares of the Corporation owned by him upon his request
thereof. All share certificates of the Corporation shall be issued in
registered form only, consistent with the provisions of Article 27 of the
Corporation Law. They shall be signed by the President or a vice president and
by the Secretary or an assistant secretary or the Treasurer or an assistant
treasurer, and may bear the corporate seal, which may be a facsimile. The
signatures of the officers upon such certificate may be facsimiles, if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employees. In case any officer who has
signed, or whose facsimile signature has been placed upon, any share
certificate shall have ceased to be such officer before the certificate is
issued it may be issued or delivered with the same effect as if he were such
officer at the date of its issue or delivery. The Corporation shall keep a
record containing the names and addresses of all registered Shareholders, the
number and class of shares held by each and the date when they respectively
became the owners of record thereof.

   Section 5.2  Transfer.

      (a)  Transfer of shares issued in the name of a holder of record shall be
   made only on the books of the Corporation only by the person named in the
   certificate or by his attorney lawfully constituted and upon surrender of
   and cancellation of the certificate therefor. Every transfer of shares by
   holders of record shall be entered on the stock book of the Corporation.
   Upon surrender to the Corporation or the transfer agent of the Corporation
   of a certificate for registered shares duly endorsed or accompanied by
   proper evidence of succession, assignment or authority to transfer, it shall
   be the duty of the Corporation to issue a new certificate to the person
   entitled thereto, cancel the old certificate and record the transaction upon
   its books. No transfer of shares of capital stock shall be valid as against
   the Corporation, its shareholders and creditors for any purpose except to
   render the transferee liable for the debts of the Corporation to the extent
   provided by law until such transfer shall have been entered on the books of
   the Corporation by an entry showing from and to whom transferred.

      (b)  Any applicant wishing to transfer shares shall pay to the
   Corporation any stamp or other duties or taxes payable in respect of the
   transfer, together with any charges imposed by the Corporation in respect of
   such transfer, all prior to and as a condition precedent to the issuance of
   any new certificates to such applicant.

   Section 5.3  Transfer of the Carnival Special Voting Share.  No transfer of
the Carnival Special Voting Share will take effect until the transfer has been
approved in accordance with the SVE Special Voting Deed and until the
transferee has agreed to be bound by the terms of the SVE Special Voting Deed.

   Section 5.4  Lost, Stolen, Destroyed or Mutilated Certificates.  The holder
of any shares of capital stock of the corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.

                                      12



   Section 5.5  Record Holder of Shares.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of registered shares to receive dividends, to vote and to exercise any other
rights in respect of the shares held as the owner thereof.

   Section 5.6  Determination of Shareholders of Record.  In order that the
Corporation may determine the holders of registered shares entitled to notice
of meeting of Shareholders, or entitled to express consent to or dissent from
any proposed corporate action without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights in respect of
any change, conversion or exchange of shares or for the purposes of any other
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. If no such
record is fixed:

      (a)  The record date for determining stockholders entitled to notice of
   or to vote at a meeting of stockholders shall be at the close of business on
   the day next preceding the day on which notice is given, or, if notice is
   waived, at the close of business on the date next preceding the day on which
   the meeting is held;

      (b)  The record date for determining stockholders entitled to express
   consent to corporate action in writing without a meeting, when no prior
   action by the Board is necessary, shall be the day on which the first
   written consent is expressed; and

      (c)  The record date for determining stockholders for any purpose other
   than those specified in subsections (a) and (b) shall be at the close of
   business on the day on which the Board adopts resolution relating thereto.

A determination of registered Shareholders of record entitled to notice of or
to vote at a meeting of Shareholders shall apply to any adjournment of the
meeting; except that the Board of Directors may fix a new record date for an
adjourned meeting.

                                  ARTICLE VI
                                    Notices

   Section 6.1  Notice to Corporation.  Whenever, under the provisions of the
statutes of the Republic of Panama or the Articles of Incorporation or these
By-Laws, any notice, request, demand or other communication is required to be
or may be given or made to the Corporation, it shall also not be construed to
mean that such notice, request, demand or other communication must be given or
made in person, but the same may be given or made to the Corporation by mail or
facsimile. Any such notice, request, demand or other communication shall be
considered to have been properly given or made, in the case of mail when
deposited in the mail, and in other cases when transmitted by the party giving
or making the same, directed to the Corporation at its then registered address,
provided that a copy of the same is sent by like medium of communication to the
attention of the secretary at the Corporation's then principal place of
business.

   Section 6.2