Exhibit 10.3

Amended and Restated Agreement Regarding Hotel Cipriani Interests

Amended and Restated Agreement Regarding Hotel Cipriani Interests dated as of February 8, 2005 ("this Agreement") amending and restating the Agreement
Regarding Hotel Cipriani Interests dated as of January 27, 1989 (as amended by a Modification dated August 22, 1989, the "Original Agreement") among James B. Sherwood ("Sherwood"),
Orient-Express Hotels Inc., formerly a New York corporation ("OEHI"), and Hotel Cipriani S.p.A., an Italian corporation prior to its reorganization referred to below ("HCSPA").

W
I T N E S S E T H:

WHEREAS
Sherwood, OEHI and HCSPA entered into the Original Agreement when HCSPA was a wholly-owned indirect subsidiary of Sea Containers Ltd., a Bermuda company ("SCL"), in order
to provide for a right of first refusal in OEHI and Sherwood for the purchase of the Hotel Cipriani and related assets in the event the hotel or such assets were proposed to be sold or otherwise
transferred and for a right of first refusal in HCSPA for the purchase of Sherwood's apartment located in the Hotel Cipriani in the event the apartment was proposed to be sold or otherwise
transferred; and

WHEREAS
the parties hereto wish to amend and restate the Original Agreement to take into account the fact that HCSPA has been reorganized under Italian law with effect on
January 1, 2005 as a "sociata a responsibilita limitata" named Hotel Cipriani S.r.l. ("HCSRL"), that HCSRL is now a wholly-owned indirect subsidiary of Orient-Express
Hotels Ltd., a Bermuda company ("OEHL"), that OEHL is the successor by merger to OEHI, and that all previous hotel management arrangements between OEHI and HCSPA relating to the
Hotel Cipriani have been terminated; and

WHEREAS
the rights provided to Sherwood and HCSRL pursuant to this Agreement are intended to be a continuation of certain rights provided to Sherwood and HCSPA under an agreement dated
November 1, 1983 and an accordo dated June 30, 1984, each between Sherwood and HCSPA, which
agreements have been previously terminated in connection with the execution of a share purchase agreement dated January 27, 1989 between SCL and OEHI and the execution of the Original
Agreement.

NOW,
THEREFORE, in consideration of the mutual agreements set forth in this Agreement and Sherwood's past and future services as a senior officer of HCSRL and its ultimate parent company
and Sherwood's affording OEHI the opportunity to acquire the Hotel Cipriani in 1977 to the benefit of OEHI and of OEHL as the successor to OEHI, the parties agree to amend and restate the Original
Agreement as set forth in this Agreement as follows:

Section 1.    Definitions.The following terms shall have the respective meanings in this Agreement set forth below:



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Section 2.    Right of First Refusal as to Hotel Cipriani Interests.



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Section 3.    Right of First Refusal as to Apartment.



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Section 4.    Assignment and Termination.



Section 5.    Binding Effect.This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their permitted successors and assigns. This Agreement may not be transferred or assigned by any party without the prior written consent of the other parties, except as set forth elsewhere in this
Agreement and except that HCSRL may merge into another Italian corporation wholly-owned, directly or indirectly, by OEHL provided that the surviving corporation in the merger executes an undertaking
pursuant to which it assumes the rights and obligations of HCSRL hereunder and provided further that
Sherwood is given such other certificates and documents relating to the assumption as he and his counsel may reasonably request.

Section 6.    Entire Agreement.This Agreement contains the entire agreement of the parties and supersedes all previous
written or oral agreements of the parties with respect to the subject matter hereof, and no modification or waiver of any provision hereof will be binding upon any party unless in writing and signed
by the party agreeing to such modification or waiver.

Section 7.    Governing Law and Arbitration.The substantive law of the State of New York, including any applicable
statute of limitations whether deemed substantive or procedural, shall govern this Agreement. Any controversy or claim arising out of or related to this Agreement, or the breach thereof, shall be
settled by arbitration in New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon any award rendered may be entered in any court
jurisdiction thereof.

Section 8.    Notice.All notices required or permitted by this Agreement shall be in writing and delivered personally, or
sent by certified mail, return receipt requested, or sent by telex, telegram or facsimile, addressed as follows, or to such other address as one party may designate by written notice to the other
party (i) if to Sherwood, addressed to James B. Sherwood, Sea Containers House, 20 Upper Ground, London SE1 9PF, England; (ii) if to OEHL, addressed to Orient-Express
Services Ltd., Sea Containers House, 20 Upper Ground, London SE1 9PF, England, Attention: Managing Director; and (iii) if to HCSRL, addressed to Hotel Cipriani S.r.l., F. ta S. Giovanni
10, Isola della Giudecca, 30100 Venezia, Italy, Attention: Managing Director, with a copy to Orient-Express Services Ltd., Sea Containers House, 20 Upper Ground, London SE1 9PF, England,
Attention: Managing Director. Any such notice shall be deemed to be given on the date received at the address of the addressee or, if delivered personally, on the date so delivered.

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Section 9.    Determination of Fair Market Value.Fair Market Value shall be determined by a valuator appointed by
agreement between the transferor and the party exercising the right to purchase property. In the absence of such agreement within 15 days following the date of an election notice or option
notice, the valuator shall be American Appraisal Company or if it is not available to perform the valuation, the valuator shall be appointed by Deloitte & Touche LLP. The cost of the valuation
shall be shared equally by the transferor and the party exercising the right to purchase property. If the valuation is stated in a currency other than United States dollars, then Fair Market Value
shall be the United States dollar equivalent of the foreign currency valuation on the date of the closing.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

| |  |                                                                                                | /s/J.B. SHERWOODJames B. Sherwood                                   | 
| |  | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- | 
| |  | Hotel Cipriani S.r.l., as successor to Hotel Cipriani S.p.A.                                   |                                                                    
| |  | By:                                                                                            | /s/D.J. O'SULLIVANDirector                                          | 
| |  | Orient-Express Hotels Ltd., on behalf of itself and as successor to Orient-Express Hotels Inc. |                                                                    
| |  | By:                                                                                            | /s/S.M.C. SHERWOODPresident                                         | 
| |  | By:                                                                                            | /s/J.G. STRUTHERSVice PresidentFinance and Chief Financial Officer | 

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