**Exhibit 10.10**

[Conformed copy ofSeverance Agreement with Simon M.C. Sherwood]

**SEVERANCE AGREEMENT**

THIS AGREEMENT, dated December 1, 2006, is made byand between **ORIENT-EXPRESS HOTELS LTD.**, aBermuda company (the “Company”), and Simon M.C. Sherwood (the “Executive”).

RECITALS

A.  TheExecutive is employed by the Company or a subsidiary of the Company and isappointed by the Company as its President and Chief Executive Officer; and

B.  TheCompany considers it essential to the best interests of its shareholders tofoster the continued employment of key management personnel; and

C.  TheCompany’s Board of Directors recognizes that, as is the case with many publiclyheld corporations, the possibility of a change in control with respect to theCompany exists and that such possibility, and the uncertainty and questionswhich it may raise among management, may result in the departure or distractionof senior management personnel to the detriment of the Company and itsshareholders; and

D.  TheCompany’s Board of Directors has determined that appropriate steps should betaken to reinforce and encourage the loyalty and continued attention anddedication of the Company’s senior management, including the Executive, totheir assigned duties without distraction in the face of potentially disturbingcircumstances arising from the possibility of a change in control with respectto the Company.

***NOW, THEREFORE***, the Company and the Executive hereby agreeas follows:

# **Section 1.**          **Defined Terms**.  Capitalized terms are defined in Section 11.

# **Section 2.**          **Term of Agreement**.  This Agreement shall commence as of the datefirst written above (the “Effective Date”) and shall continue in effectthrough the third anniversary of the Effective Date; provided, however, thatthereafter, the term shall automatically be extended for additional one-yearperiods, unless, not later than 90 days prior to the third anniversary or anyanniversary thereafter, as applicable, the Company or the Executive shall havegiven notice to the other party of its or his election not to extend the termhereof.

# **Section 3.**          **Company’s Covenants**.  In order to induce the Executive to remain inthe employ of the Company or a subsidiary of the Company, the Company agrees,under the conditions described herein, to pay the Executive the SeverancePayment set forth in Section 4. No Severance Payment shall be payable underthis Agreement, unless during the term of this Agreement there shall have beena termination of the Executive’s employment with the Company or a subsidiary ofthe Company following a Change in Control under Section 4 hereof. ThisAgreement shall not be construed as creating an express or implied contract ofemployment and, except as otherwise agreed in writing between the Executive andthe Company or a subsidiary of the Company, the Executive shall not have anyright to be retained in the employ of the Company or a subsidiary of theCompany.

1

----

# **Section 4.**          **Severance Payment****.**

# (a)       Severance Payment Following Change in Control.  Ifduring the term of this Agreement (i) a Change in Control occurs and (ii) theExecutive’s employment is terminated for any reason within one year followingsuch Change in Control by the Company or a subsidiary of the Company or by theExecutive, then, in any such case, the Company shall pay the Executive a lumpsum severance payment (the “Severance Payment”), in cash, equal to twotimes the sum of (x) the Executive’s annual base salary as in effectimmediately prior to the effective date of the termination, and (y) the mostrecent annual bonus payment made to the Executive.

### (b)       Termination of Employment Prior to Change inControl.  For purposes of this Agreement, the Executive’semployment shall be deemed to have been terminated following a Change inControl, if (i) the Executive’s employment is terminated by the Company or asubsidiary of the Company prior to a Change in Control and such termination wasat the request or direction of a Person who has entered into an agreement withthe Company the consummation of which constitutes a Change in Control (an “AcquiringPerson”), or (ii) the Executive terminates his employment prior to a Changein Control after the Acquiring Person has announced to the Company itsintention to consummate a transaction constituting a Change of Control.

# **Section 5.**          **Termination of Employment Agreement**. Notwithstanding any provisions in the employment agreement of theExecutive with the Company or a subsidiary of the Company, as in effect on theEffective Date (the “Employment Agreement”), regarding the right to terminatethe Executive’s employment without cause or any other reason, or regarding therequired notice for termination, the Executive’s employment may only beterminated by him or by the Company or a subsidiary of the Company withoutcause or any other reason, if the party terminating shall give the other partynot less than six months’ prior written notice of the date of termination,which shall not be sooner than June 30, 2007, unless the termination occursfollowing a Change in Control.  ThisSection 5 shall not affect any provisions in the Employment Agreement relatedto termination for cause or any other reason.

# **Section 6.**          **BindingAgreement**.  This Agreement shall inure to the benefit ofand be enforceable by the Executive’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees. If theExecutive shall die while any amount would still be payable to the Executivehereunder (other than amounts which, by their terms, terminate upon the deathof the Executive) if the Executive had continued to live, all such amounts,unless otherwise provided herein, shall be paid in accordance with the terms ofthis Agreement to the executors, personal representatives or administrators ofthe Executive’s estate.

# **Section 7.**          **Notices**.  For the purpose of this Agreement, noticesand all other communications provided for in the Agreement shall be in writingand shall be deemed to have been duly given when (i) sent by telefax, (ii) handdelivered, (iii) sent by courier, or (iv) mailed by registered mail, returnreceipt requested, postage prepaid, addressed, if to the Executive, to theaddress inserted below the Executive’s signature on the final page hereof and,if to the Company, to the address set forth below, or to such other address aseither party may have furnished to the other in writing in accordance herewith,except that notice of change of address shall be effective only upon actualreceipt:

2

----

To the Company:

Orient-Express Hotels Ltd.

c/o Orient-Express Services Ltd.

20 Upper Ground

London SE1 9PF

England

Attention: Company Secretary

Fax:  +44-(0)20-7805-5908

# **Section 8.**          **Miscellaneous**.

## (a)       No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by the Executive and such officer as may bespecifically designated by the Company’s Board of Directors.

## (b)       No waiver by either party hereto at any timeof any breach by the other party hereto of, or of any lack of compliance with,any condition or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.

## (c)       This Agreement supersedes any otheragreements or representations, oral or otherwise, express or implied, withrespect to the subject matter hereof which have been made by either party;provided, however, that, except as set forth in Section 5 hereof, thisAgreement shall not supersede, but instead govern in addition to, theEmployment Agreement, and in the event of a conflict between the EmploymentAgreement and this Agreement, this Agreement shall govern.

## (d)       The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of Bermuda.

## (e)       Any payments provided for hereunder shall bepaid net of any applicable withholding required under applicable laws.

## (f)        The obligations of the Company and theExecutive under this Agreement which by their nature may require either partialor total performance after the expiration of the term of this Agreement shallsurvive such expiration.

# **Section 9.**          **Counterparts**.  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

# **Section 10.**        **Resolution of Disputes; Arbitration**.

## (a)       All claims by the Executive for benefitsunder this Agreement shall be directed to and determined by the Company’s Boardof Directors and shall be in writing. Any denial by the Company’s Board ofDirectors of a claim for payments under this Agreement shall be delivered tothe Executive in writing and shall set forth the specific reasons for thedenial and the specific provisions of this Agreement relied upon. The Company’sBoard of Directors shall afford a reasonable opportunity to the Executive for areview of the decision denying a claim and shall further allow the Executive toappeal to the Company’s Board of

3

----

## Directorsa decision of the Company’s Board of Directors within sixty (60) days afternotification by the Company’s Board of Directors that the Executive’s claim hasbeen denied.

## (b)       Any further dispute or controversy arisingunder or in connection with this Agreement shall be settled exclusively by arbitrationbefore the American Arbitration Association in New York, New York in accordancewith its commercial arbitration rules as in effect at the time when the disputeor controversy arises.  Judgment may beentered on the arbitrator’s award in any court having jurisdiction.Notwithstanding any provision of this Agreement to the contrary, the Executiveshall be entitled to seek specific performance of the Executive’s right to bepaid until the effective date of the termination of his employment during thependency of any dispute or controversy arising under or in connection with thisAgreement.

# **Section 11.**        **Definitions**.  For purposes of this Agreement, the followingterms shall have the meanings indicated below:

## (a)       “Affiliate” shall have the meaning set forthin Rule 12b-2 promulgated under Section 12 of the Exchange Act.

## (b)       “Acquiring Person” shall have the meaning setforth in Section 4 hereof.

## (c)       For purposes of this Agreement, “Change inControl” means any of the following events:

(i)  any “person” (as that term is defined for thepurposes of Section 13(d) or 14(d) of the Exchange Act) shall directly orindirectly acquire more than 40% of the voting shares of the Company thenoutstanding and then entitled to vote generally in the election of directors ofthe Company; or

(ii) individualswho, on the date of entering into this Agreement, constitute the Company’sBoard of Directors (or the successors of such individuals nominated by suchBoard of Directors or a committee thereof on which such individuals or theirsuccessors constitute a majority) shall cease to constitute a majority of theCompany’s Board of Directors; or

(iii) the Companyamalgamates, merges or consolidates with or into any other corporation, withoutthe approval of its Board of Directors constituted as provided in clause (ii)above; or

(iv) the Company sells,leases, exchanges or otherwise disposes of all or substantially all of itsassets and business without the approval of its Board of Directors constitutedas provided in clause (ii) above.

## (d)       “Company” shall mean Orient-Express HotelsLtd., and, except in determining under Section 11(c) hereof whether or not anyChange in Control of the Company has occurred, shall include any successor toits business and/or assets which assumes and agrees to perform this Agreementby operation of law, or otherwise.

## (e)       “Effective Date” shall have the meaning setforth in Section 2 hereof.

## (f)        “Employment Agreement” shall have the meaningset forth in Section 5 hereof.

4

----

## (g)       “Exchange Act” shall mean the U.S. SecuritiesExchange Act of 1934, as amended from time to time.

## (h)       “Executive” shall mean the individual namedin the first paragraph of this Agreement.

## (i)        “Person” shall have the meaning given inSection 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and14(d) thereof, except that such term shall not include (i) the Company or anyof its subsidiaries, (ii) a trustee or other fiduciary holding securities underan employee benefit plan of the Company or any of its Affiliates, (iii) anunderwriter temporarily holding securities pursuant to an offering of suchsecurities, or (iv) a corporation owned, directly or indirectly, by theshareholders of the Company in substantially the same proportions as theirownership of stock of the Company.

## (j)        “Severance Payment” shall have the meaningset forth in Section 4 hereof.

|        | ORIENT-EXPRESS HOTELS LTD. |                                            |
|--------|----------------------------|-------------------------------------------------|
|   |                       |                                            |   |
|   | By:                        | /s/ Edwin S. Hetherington                       |   |   |
|   | Name:                      | Edwin S. Hetherington                           |   |
|   | Title:                     | Vice President,  General Counsel  and Secretary |   |
|   |                       |                                            |   |
|   |                       | /s/ Simon M.C. Sherwood                         |   |   |
|   | Name: Simon M.C.  Sherwood |                                            |
|   | Address:                   |                                            |
|   |                       |                                            |   |
|   | [home address]             |                                            |   |
|   |                       |                                            |   |
|   |                       |                                            |   |
|        |                            |                                                 |  |  |  |

 

5

----