RESTRICTED STOCK AGREEMENT
FOR THE AMENDED AND RESTATED CARNIVAL CORPORATION
2002 STOCK PLAN
THIS AGREEMENT (the "Agreement") is made effective as of _________ (hereinafter the "Grant Date")
between Carnival Corporation, a corporation organized under the laws of the Republic of Panama (the
"Company"), and __________ (the "Executive").
R E C I T A L S:
WHEREAS, the Company has adopted the amended and restated Carnival Corporation 2002 Stock Plan (the
"Plan"), pursuant to which awards of restricted Shares may be granted; and
WHEREAS, the Company desires to grant Executive an award of restricted Shares pursuant to the terms of this
Agreement and the Plan.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as
1. Grant of Restricted Stock.
Subject to the terms and conditions set forth in the Plan and in this Agreement, the Company hereby grants to
Executive a Restricted Stock Award consisting of _______ Shares (the "Restricted Stock"). The Restricted
Stock is subject to the restrictions described herein, including forfeiture under the circumstances described in
Section 5 hereof (the "Restrictions"). The Restrictions shall lapse and the Restricted Stock shall become
nonforfeitable in accordance with Section 3 hereof.
2. Incorporation by Reference, Etc.
The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms
not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have
final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under
them, and its decision shall be binding and conclusive upon Executive and his legal representative in respect of
any questions arising under the Plan or this Agreement.
3. Lapse of Restriction.