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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints each and any of Thomas V. Eagan and Thomas R. McGuigan,
its true and lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for it and in its name, place and stead, in any and all
capacities (until revoked in writing) to:
1. Sign any and all instruments, certificates and documents appropriate or
required to be executed on behalf of the undersigned pursuant to Sections 13 and
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC"), and with any other entity when
and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, Inc.;
2. Prepare, execute, acknowledge, deliver and file a Form ID (including any
amendments or authentications thereto) with respect to obtaining EDGAR codes,
with the SEC;
3. Seek or obtain, as the representative of the undersigned and on behalf
of the undersigned, information on transactions in Carnival Corp.'s (the
"Company") securities from any third party, including brokers, employee benefit
plan administrators and trustees, and each of the undersigned hereby authorizes
any such person to release any such information to such attorneys-in-fact and
each of the undersigned approves and ratifies any such release of information;
and
4. Perform any and all other acts which in the discretion of such
attorneys-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
Each of the undersigned acknowledges that:
1. This Power of Attorney authorizes, but does not require, such
attorneys-in-fact to act in their discretion on information provided to such
attorneys-in-fact without independent verification of such information;
2. Any documents prepared and/or executed by such attorneys-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;
3. Neither the Company nor such attorneys-in-fact assumes (a) any liability
for responsibility to comply with the requirements of the Exchange Act for the
undersigned, (b) any liability for any failure to comply with such requirements
for the undersigned, or (c) any obligation or liability for profit disgorgement
under Section 16(b) of the Exchange Act for the undersigned; and
4. This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Sections 13 and 16 of the Exchange Act.
Each of the undersigned hereby gives and grants the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, with full power of substitution and revocation,
hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorneys-in-fact.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be executed as of this 17th day of August 2011.
JAFASA CONTINUED IRREVOCABLE TRUST
By: SunTrust Delaware Trust Company,
trustee
By: /s/ A. Thomas Greene
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Name: A. Thomas Greene
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Title: V.P.
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SUNTRUST DELAWARE TRUST COMPANY, as
Trustee of Jafasa Continued Irrevocable
Trust
By: /s/ Maria Ginorio
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Name: Maria Ginorio
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Title: Vice President
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