Exhibit 10.3

                                 C A R N I V A L
                                       plc

                      Carnival plc 2005 Employee Share Plan
                                   (the Plan)

     Restricted Share Unit Award Certificate - Conditional Right to Receive

This is to certify that the Compensation Committee of the Board of Carnival plc
(the Company) has on [DATE] granted to you, [NAME], an award of [#RSUs]
Restricted Share Units (the Award) pursuant to rule 9.1 of the Plan which is in
the form of a conditional allocation of shares in the Company. The detailed
terms governing the Award are set out in the rules of the Plan which are legally
binding and are deemed to be incorporated in this Agreement. In the event of any
inconsistency the rules of the Plan shall take precedence. Terms defined in the
rules of the Plan have the same meaning in this Agreement.

Terms of the Award

Each Restricted Share Unit comprised in your Award is equivalent to a
hypothetical investment in one ordinary share of $1.66 each in the capital of
the Company (a Share). Your Award is in the form of a conditional allocation of
Shares that will be of no effect until expiry of the Restricted Period and
attainment of certain vesting criteria. Terms defined in the rules of the Plan
have the same meaning in this Agreement.

Your Award is subject to a Restricted Period. In this case the Restricted Period
commenced on the Date of Grant of the Award and expires on [RESTRICTED PERIOD
END DATE] unless release of the Award would be prohibited by law, the Model Code
for Securities Transactions by Directors of Listed Companies or the Company's
dealing rules in which case the period during which the Award shall be released
will be extended by an additional period equal to the length of the period of
prohibition and the Award shall not be released until the expiry of such
additional period).

You will have no beneficial interest in any Shares during the Restricted Period.

Restricted Period

Generally, your Award will be forfeited automatically on you ceasing to be an
employee of the plc Group (whether lawfully or unlawfully) before the expiry of
the Restricted Period. The rules of the Plan do allow certain exceptions to
this, such as cessation of employment by reason of retirement. Further, the
rules of the Plan also permit the Award to vest on death in certain
circumstances.

Release of Award

Following expiration of the Restricted Period and attainment of the vesting
criteria set out in the Vesting Schedule contained in the Appendix to this
Agreement the Company shall procure the delivery to you of one Share for each
Restricted Share Unit which has vested save where the release of the Award would
be prohibited by law, the Model Code for Securities Transactions by Directors of
Listed Companies or the Company's dealing rules in which case the period during
which the Award shall be released will be extended by an



additional period equal to the length of the period of prohibition and the Award
shall not be released until the expiry of such additional period.

Dividends

The Remuneration Committee has determined that on each occasion on which a
dividend is paid in respect of one Share, a notional amount of cash and shares
equal to the cash and share dividend paid in respect of one Share will be
credited to each Restricted Share Unit comprised in your Award (the Dividend
Equivalents). Dividend Equivalents (together with interest) will be withheld by
the Company for your account and will be distributed to you on settlement of
your Award. If your Award is forfeited, you will have no entitlement to such
Dividend Equivalents.

Taxation

Any income tax and employee's National Insurance Contributions, which are due on
vesting of the Award, must be paid under PAYE. You are required under rule 11.4
of the Plan to satisfy any such tax liability and the grant of the Award is
conditional on your compliance with any arrangements specified by the Company
for the payment of tax including employer's National Insurance Contributions.

General

The Award is not transferable otherwise than in the limited circumstances
specified in rule 11 of the Plan. This Agreement is notice of your Award under
the Plan and should be kept in a safe place.

EXECUTED AND DELIVERED      )
AS A DEED BY CARNIVAL PLC   )
ACTING BY A DIRECTOR        )
AND A DIRECTOR              )
OR THE SECRETARY            )

/s/ Howard S. Frank                         /s/ Arnaldo Perez
-------------------------------             --------------------------------
Howard S. Frank, Director                   Arnaldo Perez, Secretary



                                    APPENDIX

                                VESTING SCHEDULE