AMENDED AND RESTATED
2001 OUTSIDE DIRECTOR STOCK PLAN
(Adopted by the Board of Directors on February 16, 2001 and approved by the shareholders on April 17, 2001, effective as of
January 1, 2001, amended by the Board of Directors on October 8, 2001, July 19, 2004, January 18, 2005, October 16,
2007, January 15, 2008, December 17, 2008 and April 15, 2009)
1. Purpose .
The purpose of the Plan is to promote the interests of the Combined Group by strengthening the Combined Group’s
ability to attract and retain the services of experienced and knowledgeable non-executive directors and by encouraging such
directors to acquire an increased proprietary interest in the Combined Group and more closely align the interests of such
directors with those of the Combined Group’s shareholders.
The Plan currently provides for granting of Restricted Stock Awards and Restricted Stock Unit Awards.
2. Definitions .
The following definitions shall be applicable throughout the Plan.
(a) “Affiliate” means (i) any entity that directly or indirectly is controlled by, controls or is under common control with
the Company or Carnival plc, and (ii) to the extent provided by the Committee, any entity in which the Company or Carnival plc
has a significant equity interest.
(b) “Award” means, individually or collectively, any Restricted Stock Award or Restricted Stock Unit Award.
(c) “Award Agreement” means a Restricted Stock agreement or Restricted Stock Unit agreement.
(d) “Board” means the Board of Directors of the Company.
(e) “Carnival plc” means the entity previously known as P&O Princess Cruises plc, a public limited company
incorporated under the laws of England and Wales, and any successor thereto.
(f) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code
shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.
(g) “Committee” means the Compensation