CARNIVAL CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-1_form10q083103.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1
                                                                    ------------



                                  CARNIVAL PLC



STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY

                                                              June 25, 2003


John McNulty
Senior Director
Goldman Sachs
One North Pond Drive
Short Hills, NJ 07078

Dear Mr. McNulty,

I am pleased to confirm your appointment (the "APPOINTMENT") as a director of
Carnival plc (the "COMPANY"). The terms of the Appointment are set forth below.
It is agreed that this is a contract for services and is not a contract of
employment.

1.       TERM OF APPOINTMENT

1.1      The Appointment is subject to the provisions of the Articles regarding
         appointment, expenses, retirement, disqualification and removal of
         directors of the Company and will terminate forthwith without any
         entitlement to compensation if:

         1.1.1    you are not re-elected at an Annual General Meeting of the
                  Company at which you retire and offer yourself for re-election
                  in accordance with the Articles; or

         1.1.2    you are required to vacate office for any reason pursuant to
                  any of the provisions of the Articles; or

         1.1.3    you are removed as a director or otherwise required to vacate
                  office under any applicable law.

1.2      You will at the request of the Company or Carnival Corporation
         ("CARNIVAL") immediately resign (in writing) from the office of
         director of the Company and any other office with a Group company and
         you irrevocably authorise the Company or Carnival as your attorney in
         your name and on your behalf to sign all documents and do all things
         necessary to give effect to this.

1.3      On termination of the Appointment, you will (a) cease to be a director
         of Carnival, in accordance with the articles of incorporation and
         by-laws of Carnival and (b) surrender to an authorised representative
         of the Company or Carnival all correspondence, documents (including
         without limitation board minutes and board papers), copies thereof or
         other property of the Company and of any member of the Group made or
         received by you in the course of your directorship (whether before or
         after the date of this letter).


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1.4      You hereby agree that on termination you shall not be entitled to and
         shall not pursue any action or claim for compensation from the Company.

2.       DUTIES

2.1      You shall carry out such duties as set forth in the Articles and as
         otherwise agreed by the Board (the "Duties"). You will have all the
         usual Duties of a director under English law and will be expected to
         devote such time as is necessary for the proper performance of the
         Duties including attendance wherever practicable at regular and
         emergency Board meetings, meetings of committees of the Board to which
         you are appointed, the annual general meeting of the Company and any
         extraordinary general meeting of the Company. In addition, you will be
         expected to devote appropriate preparation time ahead of each meeting.

2.2      By accepting this Appointment, you have confirmed that you are able to
         allocate sufficient time to meet the expectations of your role.

2.3      In carrying out the Duties you shall have particular regard to your
         role as a director in the light of the Listing Rules and the Combined
         Code and its policy for the time being relating to compliance with the
         requirements of the Combined Code as well as such US equivalents, if
         applicable.

2.4      During the continuance of the Appointment you will be expected to
         comply where relevant with any rule of law or regulation of any
         competent authority or of the Company including the Model Code
         published by the London Stock Exchange in relation to dealings in
         shares, debentures and other securities of the Company and unpublished
         price sensitive information affecting the shares, debentures or other
         securities of the Company from time-to-time in force.

2.5      You will not receive any remuneration from the Company in respect of
         the Duties or the Appointment. The Company further acknowledges that
         you are expected to continue to carry out your existing duties to
         Carnival and that your office as a director of Carnival will continue
         to be regulated by any agreement between you and Carnival and will be
         subject to Carnival's articles of incorporation and by-laws.

2.6      The Company will reimburse to you reasonable expenses incurred by you
         in the proper performance of the Duties. The Company may request
         receipts or other evidence of expenditure prior to any reimbursement
         pursuant to this clause 2.6. The reimbursement arrangements are subject
         to change as determined by the Board from time to time.

3.       ROLE

3.1      Non-executive directors have the same general legal responsibilities to
         the Company as any other director. The Board as a whole is collectively
         responsible for promoting the success of the company by directing and
         supervising the Company's affairs. The Board:

         3.1.1    Provides entrepreneurial leadership of the Company within a
                  framework of prudent and effective controls which enable risk
                  to be assessed and managed;


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         3.1.2    Sets the Company's strategic aims, ensures that the necessary
                  financial and human resources are in place for the company to
                  meet its objectives, and reviews management performance; and

         3.1.3    Sets the Company's values and standards and ensures that its
                  obligations to its shareholders and others are understood and
                  met.

3.2      In addition to these requirements of all directors, the role of the
         non-executive has the following key elements:

         3.2.1    STRATEGY: Non-executive directors should constructively
                  challenge and contribute to the development of strategy;

         3.2.2    PERFORMANCE: Non-executive directors should scrutinize the
                  performance of management in meeting agreed goals and
                  objectives and monitor the report of performance;

         3.2.3    RISK: Non-executive directors should satisfy themselves that
                  financial information is accurate and that financial controls
                  and systems of risk management are robust and defensible; and

         3.2.4    PEOPLE: Non-executive directors are responsible for
                  determining appropriate levels of remuneration of executive
                  directors and have a prime role in appointing, and where
                  necessary removing, senior-management and in succession
                  planning.

4.       OUTSIDE INTERESTS

         It is accepted and acknowledged that you have business interests other
         than those of the Company and have declared any conflicts that are
         apparent at present. In the event that you become aware of any
         potential conflicts of interest, these should be disclosed to the
         Chairman and Company Secretary as soon as apparent. You must consult
         with the Chairman or Vice-Chairman before accepting any major external
         appointment or any directorships in any publicly-quoted companies.

5.       CONFIDENTIAL INFORMATION

5.1      You agree that, neither during the continuance of the Appointment nor
         afterwards (unless authorised to do so by the Board or by a court of
         competent jurisdiction), will you use for your own or another's benefit
         or disclose or permit the disclosure of any confidential information of
         any member of the Group which you have obtained by virtue of the
         Appointment or your employment by Carnival or in respect of which the
         Company is bound by an obligation of confidence to a third party.
         Confidential information shall include, without limitation, lists or
         details of customers, information relating to the working of any
         product, process, invention, improvement or development carried on or
         used by any member of the Group, information relating to research
         projects, know-how, prices, discounts, mark-ups, future business
         strategy, marketing, tenders, any price sensitive information and
         information concerning the Company's intellectual property portfolio
         and strategy.


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5.2      The restrictions contained in this clause shall cease to apply to any
         confidential information which may (other than by reason of your breach
         of these terms) become available to the public generally, but any such
         use will be subject to any restrictive covenants to which you are a
         party.

6.       INDUCTION

         After your Appointment, the Company will provide a comprehensive,
         formal and tailored induction. The Company, upon your request, will
         arrange for site visits and meetings with senior and middle management
         and the Company's auditors.

7.       REVIEW PROCESS

         The performance of individual directors and the whole board and its
         committees is evaluated annually. If, in the interim, there are any
         matters which cause you concern about your role you should discuss them
         with the Chairman as soon as is appropriate.

8.       INDEMNITY

         In the event that you are made a party or are threatened to be made a
         party to or witness in any threatened, pending or completed action,
         suit or proceeding, whether civil, criminal, administrative or
         investigative, by reason of the fact that you are or were a director of
         the Company, the Company shall (i) indemnify you against all expenses
         of any kind whatsoever (including legal fees and expenses to enforce
         this indemnity) actually and reasonably incurred by you in connection
         with such action, suit or proceeding and against judgments, fines and
         amounts paid in settlement in connection with such action, suit or
         proceeding and (ii) pay or advance to you in advance of final
         disposition of such action, suit or proceeding, within 20 days of the
         submission of an invoice therefore, all such expenses incurred in
         connection therewith, in each case of (i) and (ii) to the fullest
         extent permitted by the Companies Act 1985 as amended and any other
         applicable law or regulation, as from time to time in effect. Such
         right of indemnification and advancement of expenses shall be without
         prejudice to any other rights to which you may be entitled.

9.       INSURANCE

         To the extent possible, the Company will use its reasonable endeavours
         to maintain, directly or through Carnival, appropriate directors' and
         officers' liability insurance for your benefit. A copy of the current
         policy will be provided at induction.

10.      INDEPENDENT PROFESSIONAL ADVICE

         Occasions may arise when you consider that you need professional advice
         in the furtherance of your duties as a director. Circumstances may
         occur when it will be appropriate for you to seek advice from
         independent advisors at the Company's expense. If it is practicable to
         do so, you shall seek such advice after consultation with the chairman
         or vice-chairman. The Company shall reimburse the full cost of all
         reasonable expenditure incurred in obtaining such advice.


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11.      CODE OF BUSINESS CONDUCT AND ETHICS

         It is expected that the Company will enter into a code of business
         conduct and ethics in substantially the same form as that which applies
         to Carnival and its subsidiaries. You agree to observe the provisions
         of any such code of business conduct and ethics.

12.      MISCELLANEOUS

12.1     Nothing in this letter shall create the relationship of employee
         and employer between you and the Company.

12.2     The agreement contained in this letter shall be governed by, and
         construed in accordance with, English law and shall be subject to the
         exclusive jurisdiction of the English courts.

13.      ENTIRE AGREEMENT

         This appointment letter represents the entire understanding, and
         constitutes the whole agreement, in relation to the Appointment and
         supersedes any previous agreement between yourself and the Company with
         respect thereto and, without prejudice to the generality of the
         foregoing, excludes any warranty, condition or other undertaking
         implied at law or by custom.

14.      DEFINITIONS

         In this letter:

14.1     "ARTICLES" means the articles of association from time to time of the
         Company;

14.2     "COMBINED CODE" means the principles of good governance and code of
         best practice prepared by the Committee on Corporate Governance which
         is appended to the Listing Rules;

14.3     "GROUP" means the Company and any subsidiary or subsidiary undertaking
         of the Company (both as defined in the Companies Act 1985, as amended);

14.4     "LISTING RULES" means the Listing Rules published by the UK Listing
         Authority;

14.5     "LONDON STOCK EXCHANGE" means London Stock Exchange plc;

14.6     "MODEL CODE" means the model code on directors' dealings in securities
         set out in the appendix to Chapter 16 of the Listing Rules.

Kindly confirm your agreement to the terms set out above by signing the
endorsement on the enclosed copy of this letter in the presence of an
independent adult witness who should also sign and add his or her full name,
address and occupation. Please return the copy to me at the above address.

Yours sincerely



/s/ Howard S. Frank
---------------------
Howard S. Frank
Vice Chairman
Carnival plc


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EXECUTED as a DEED

by John McNulty

/s/ John McNulty
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in the presence of


/s/ Janine A. Acceturo      Witness Signature
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Janine A. Acceturo          Full Name
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45 Summit Road              Address
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Verona, NJ
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07044
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Exec. Asst.                 Occupation
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