ORIENT-EXPRESS HOTELS LTD.Canon’s Court

22 Victoria StreetHamilton HM 12, Bermuda

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

June 3, 2010

The annual general meeting of shareholders of ORIENT-EXPRESS HOTELS LTD., a Bermudacompany (the ‘‘Company’’), will be held at the registered office of the Company at the offices of Appleby,Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda on Thursday, June 3, 2010, at 10:00 a.m.,Bermuda time, for the transaction of the following business:

(1) To consider and, if thought fit, to pass the following resolution electing eight (8) directors tobe the entire Board of Directors of the Company:

RESOLUTION:

The number of directors constituting the entire Board of the Company is hereby fixed ateight persons, and each of John D. Campbell, Mitchell C. Hochberg, James B. Hurlock,Prudence M. Leith, J. Robert Lovejoy, Georg R. Rafael, James B. Sherwood and Paul M. Whiteis hereby severally elected to serve as a member of the Board of Directors of the Company untilthe 2011 annual general meeting.

(2) To consider and, if thought fit, to pass the following resolution amending the Company’s 2009Share Award and Incentive Plan to increase by 4,000,000 the number of class A common sharesauthorized for issuance under the plan:

RESOLUTION:

Section 4(a)(i) of the Orient-Express Hotels Ltd. 2009 Share Award and Incentive Plan ishereby amended to increase from 1,000,000 to 5,000,000 the aggregate number of the Company’sclass A common shares which may be issued pursuant to that section in connection with awardswhich the Company may grant under the plan, as shown in Exhibit A to the Company’s proxystatement dated April 16, 2010 attached to the notice of the Company’s 2010 annual generalmeeting.

(3) To consider and, if thought fit, to pass the following resolution appointing Deloitte LLP asthe Company’s independent registered public accounting firm, and authorizing the Audit Committeeof the Board of Directors to fix the accounting firm’s remuneration:

RESOLUTION:

Deloitte LLP is hereby appointed the Company’s independent registered public accountingfirm until the close of the 2011 annual general meeting, and the Audit Committee of the Board ofDirectors is hereby authorized to fix the accounting firm’s remuneration.

The Board of Directors recommends that all shareholders vote FOR the election to the Company’sBoard of Directors of each of the eight nominees named above (Proposal 1), FOR the approval of theamendment of the Company’s 2009 Share Award and Incentive Plan (Proposal 2) and FOR the appointmentof Deloitte LLP as the Company’s independent registered public accounting firm, and the authorization ofthe Audit Committee of the Board of Directors to fix the accounting firm’s remuneration (Proposal 3).

Under applicable Bermuda law and the Company’s Bye-Laws, if a quorum is present in person or byproxy at the annual general meeting, the favorable vote of a simple majority of the votes cast by holders ofclass A common shares and class B common shares, voting together as a single class, will be required inorder to approve the three resolutions set forth above.

Only holders of record of class A common shares and holders of record of class B common shares atthe close of business on April 15, 2010, are entitled to notice of, and to vote at, the annual general meetingand at any adjournment thereof.

The financial statements for the Company’s 2009 fiscal year will also be presented at the annualgeneral meeting.

Copies of the Company’s 2009 annual shareholders report containing those financial statements, aswell as this notice of the Company’s 2010 annual general meeting and the accompanying proxy statement,are available in electronic form on the Investors page of the Company’s website http://www.orient-express.com, and may be viewed and downloaded or printed from the website. These materials are alsoavailable on the website http://materials.proxyvote.com/G67743.

Whether or not you expect to attend the annual general meeting in person, the Company encouragesyou to vote your shares at your earliest convenience. If you received a paper copy of the form of proxy bymail, please complete, date, sign and mail the proxy form in the envelope provided. If your shares are heldby a bank, broker or other nominee and you received a notice and electronic delivery of the proxystatement and form of proxy, you will not receive a printed copy of the proxy materials in the mail unlessyou so request. Instead, the notice instructs you how to access and review the proxy statement and 2009annual shareholders report. The notice also instructs you how you may submit your proxy over the internet.

By order of the Board of Directors,

EDWIN S. HETHERINGTON

Secretary

April 16, 2010

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PROXY STATEMENT TABLE OF CONTENTS

PageNo.

PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1VOTING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1PROPOSAL 1—ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Board and Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Non-Executive Director Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Option Awards under 2000 and 2004 Stock Option Plans and 2009 Share Award and

Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Share Awards under 2007 Performance Share Plan and 2009 Share Award and Incentive Plan . 9Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

PROPOSAL 2—APPROVAL OF AMENDMENT OF THE COMPANY’S 2009 SHAREAWARD AND INCENTIVE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Types of Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Adjustments to Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Limitations on Transfer and Resale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Termination and Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Vesting, Forfeiture and Related Award Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17New Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Certain Income Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

PROPOSAL 3—APPOINTMENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SHAREHOLDING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Class A and Class B Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Certain Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30EXHIBIT A—ORIENT-EXPRESS HOTELS LTD. 2009 SHARE AWARD AND

INCENTIVE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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ORIENT-EXPRESS HOTELS LTD.Canon’s Court

22 Victoria StreetHamilton HM 12, Bermuda

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERSJune 3, 2010

This proxy statement is furnished in connection with the solicitation by the Board of Directors ofOrient-Express Hotels Ltd., a Bermuda company (the ‘‘Company’’), of proxies for use at the annualgeneral meeting of shareholders, to be held on Thursday, June 3, 2010, at 10:00 a.m. (Bermuda time) at theregistered office of the Company, which is the office of Appleby, Canon’s Court, 22 Victoria Street,Hamilton HM 12, Bermuda, and at any adjournment thereof. The Company expects either to mail or toprovide notice and electronic delivery of this proxy statement and the appropriate form of proxy to holdersof class A and class B common shares commencing on or about April 19, 2010.

At the annual general meeting, the shareholders of the Company will be asked to consider and voteupon resolutions

(1) electing eight directors as the entire Board of the Company, to serve until the 2011 annualgeneral meeting,

(2) approving the amendment of the Company’s 2009 Share Award and Incentive Plan toincrease by 4,000,000 the number of class A common shares authorized for issuance under the plan,and

(3) appointing Deloitte LLP as the Company’s independent registered public accounting firmuntil the close of the 2011 annual general meeting, and authorizing the Audit Committee of the Boardto fix the accounting firm’s remuneration.

The Board recommends that you vote FOR these resolutions.

The financial statements for the Company’s 2009 fiscal year will also be presented at the annualgeneral meeting.

VOTING INFORMATION

The Board of Directors has fixed the close of business on April 15, 2010, as the record date for thedetermination of shareholders entitled to notice of, and to vote at, the annual general meeting and at anyadjournment thereof. Accordingly, only holders of record of class A common shares and the holder ofrecord of class B common shares of the Company at the close of business on that date will be entitled toreceive notice of and to vote at the meeting. On any matter which may properly come before the meeting,holders of class A common shares of record on the record date will be entitled to one-tenth of one vote pershare, and the holder of class B common shares of record on the record date will be entitled to one voteper share. On the record date, 90,797,225 class A common shares and 18,044,478 class B common shares

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were issued and outstanding, representing 27,124,200 votes in the aggregate. The quorum at the meetingwill be constituted by shareholders, either present in person or represented by proxy, holding in theaggregate shares carrying a majority of voting rights entitled to be exercised at the meeting (i.e., carrying amajority of the 27,124,200 votes which may be cast by the holders of all the class A and class B commonshares voting together as a single class).

Whether or not a shareholder expects to attend the annual general meeting in person, shareholdersare encouraged to vote their shares at their earliest convenience. If a shareholder received a paper copy ofthe form of proxy by mail, please complete, date, sign and mail the proxy form in the envelope provided. Ifa shareholder holds shares through a bank, broker or other nominee and received a notice and electronicdelivery of this proxy statement and the form of proxy, the shareholder will not receive a printed copy ofthe proxy materials in the mail unless requested by the shareholder. Instead, the notice instructs theshareholder how to access and review this proxy statement and the 2009 annual shareholders report of theCompany. The notice also instructs the shareholder how to submit his or her proxy over the internet.

All class A and class B common shares which are represented at the meeting by properly executedproxies received prior to or at the meeting and not revoked will be voted in accordance with theinstructions given in the proxy. If no instructions are given, a properly signed and dated proxy will be votedFOR the election to the Company’s Board of Directors of the eight nominees listed in this proxy statement(Proposal 1), FOR the approval of the amendment of the Company’s 2009 Share Award and Incentive Plan(Proposal 2) and FOR the appointment of Deloitte LLP as the Company’s independent registered publicaccounting firm, and the authorization of the Audit Committee of the Board of Directors to fix theaccounting firm’s remuneration (Proposal 3).

Under applicable Bermuda law, business to be considered at the annual general meeting will beconfined to that business described in the notice of meeting to which this proxy statement is attached.Thus, the matters to come before the meeting will be strictly limited to the three proposals described in thenotice of meeting. All proxies presented at the annual general meeting, whether given to vote in favor of oragainst those three proposals, will, unless contrary written instructions are noted on the proxy form, alsoentitle the persons named in the proxy to vote the proxies in their discretion on any proposal to adjournthe meeting, or otherwise take action concerning the conduct of the meeting.

Shareholders have the right to revoke their proxies by notifying the Secretary of the Company inwriting at any time prior to the time the common shares represented thereby are actually voted. Proxiesmay be revoked (i) by filing with the Secretary of the Company, before the vote is taken at the annualgeneral meeting, either a written notice of revocation bearing a later date than the proxy, or a second dulyexecuted proxy relating to the same shares bearing a later date than the other proxy, or (ii) by granting asubsequent proxy through the internet (if the shareholder received a notice and electronic delivery of thisproxy statement and the form of proxy), or (iii) by attending the annual general meeting and voting inperson (although attendance at the meeting without voting will not in and of itself constitute a revocationof a proxy). Any written notice revoking a proxy or any subsequent proxy should be sent to Orient-ExpressHotels Ltd., P.O. Box HM 1179, Hamilton HM EX, Bermuda, Attention: Secretary.

Under applicable Bermuda law and the Company’s Bye-Laws, if a quorum is present in person or byproxy at the annual general meeting, the favorable vote of a simple majority of the votes cast by holders ofclass A and class B common shares, voting together as a single class, will be required in order (i) to electeach of the nominees as directors (Proposal 1), (ii) to approve the amendment of the Company’s 2009Share Award and Incentive Plan (Proposal 2) and (iii) to appoint Deloitte LLP as the Company’s

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independent registered public accounting firm until the close of the 2011 annual general meeting, and toauthorize the Audit Committee of the Board of Directors to fix the accounting firm’s remuneration(Proposal 3). Thus, a shareholder who does not vote at the annual general meeting will not affect theoutcome of the votes so long as a quorum is present at the annual general meeting.

Orient-Express Holdings 1 Ltd. is the beneficial owner of all of the Company’s outstanding class Bcommon shares, which entitle it to vote approximately 67% of the total combined votes of all outstandingclass A and class B common shares. See ‘‘Shareholding Information—Class A and Class B CommonShares.’’ Therefore, it has the power to control the outcome of all matters put to a vote of the Company’sshareholders at the 2010 annual general meeting. Certain institutional shareholders (collectively owningapproximately 6.7% of the Company’s class A common shares) have commenced legal proceedings in theSupreme Court of Bermuda challenging the Company’s corporate governance structure as it relates to theownership and voting of the class B common shares. See ‘‘Shareholding Information—Certain LegalProceedings’’.

A broker who holds common shares in ‘‘street name’’ as nominee for a customer who is the beneficialowner of the shares will have discretionary authority to vote the shares on Proposal 3 if the broker has notreceived voting instructions from the beneficial owner by the tenth day before the 2010 annual generalmeeting, provided that this proxy statement has been transmitted to the beneficial owner at least 15 daysbefore the date of the 2010 annual general meeting.

PROPOSAL 1—ELECTION OF DIRECTORS

It is proposed that eight persons, constituting the entire Board, be elected to serve until the nextannual general meeting of shareholders. The persons listed in the table below are nominated for election.They constitute the current Board of Directors.

Yearfirst became

Name, age Principal occupation and other major affiliations director

John D. Campbell, 67 . . . . . Senior Counsel (retired) of Appleby (attorneys) 1994(British citizen)

Mitchell C. Hochberg, 57 . . Managing Principal of Madden Real Estate Ventures LLC 2009(real estate investment, development and advisory firm)(U.S. citizen)

James B. Hurlock, 76 . . . . . Non-executive Chairman of the Board of the Company, and 2000Partner (retired) of White & Case LLP (attorneys)(U.S. citizen)

Prudence M. Leith, 70 . . . . Freelance food consultant, television presenter, and novelist 2006(British citizen)

J. Robert Lovejoy, 65 . . . . . Senior Advisor, General Counsel and Chief Compliance 2000Officer of Coatue Management LLC (financial assetmanagement firm)(U.S. citizen)

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Yearfirst became

Name, age Principal occupation and other major affiliations director

Georg R. Rafael, 72 . . . . . . Managing Director of Rafael Group S.A.M. (hoteliers) 2002(German citizen)

James B. Sherwood, 76 . . . . Retired Chairman of the Board of the Company 1994(U.S. citizen)

Paul M. White, 45 . . . . . . . President and Chief Executive Officer of the Company 2008(British citizen)

The principal occupation of each director during the last five years is that shown in the above tablesupplemented by the following information.

Mr. Campbell was a member of the law firm Appleby until March 1999, and retired as Senior Counselin July 2003. Mr. Campbell is currently the non-executive Chairman of the Board of The Bank ofBermuda Ltd., a subsidiary of HSBC Holdings PLC, and a non-executive director and Chairman of theNominations and Governance Committee of Argus Group Holdings Ltd., a public company listed on theBermuda Stock Exchange engaged principally in the insurance business. Mr. Campbell was also anon-executive director of Sea Containers Ltd., formerly a leasing and transport company listed on the NewYork Stock Exchange and subsequently subject to Chapter 11 reorganization proceedings in the UnitedStates in 2006 to 2009 and subject to liquidation proceedings in Bermuda since January 2010 whenMr. Campbell stepped down as a director.

Mr. Hochberg has been the Managing Principal of Madden Real Estate Ventures (formerly namedMadden Capital LLC) since March 2007. He was President and Chief Operating Officer of Ian SchragerCompany, a developer and manager of innovative luxury hotels and residential projects in the UnitedStates, in 2006 and early 2007. Mr. Hochberg founded, and for 20 years to December 2005, was thePresident and Chief Executive Officer of Spectrum Communities and its successor, developers of luxuryhome communities in the northeastern United States. Mr. Hochberg is a lawyer and a certified publicaccountant.

Mr. Hurlock acted as Chairman of the Management Committee of the law firm White & Case,overseeing worldwide operations from 1980 until his retirement in 2000. He also served as Interim CEO ofStolt-Nielsen Transportation Group Ltd., a chemical transport services company, from July 2003 until June2004. Mr. Hurlock was appointed the non-executive Chairman of the Board of the Company in June 2007.

Ms. Leith was the founder, owner and Managing Director of Leith’s Group which, from 1960 until itssale in 1995 to Accor, grew to encompass restaurants, a prestigious London-based chef school, contractcatering, and event and party catering. Part of her current consulting activities is with CompassGroup PLC, a large food service business with operations principally in the United Kingdom, ContinentalEurope and North America. Ms. Leith has served in the past as a non-executive director on the boards ofBritish Railways, Whitbread PLC, Halifax PLC, Safeway PLC, Woolworths Group PLC, NationsHealthcare Ltd. and Omega International Group PLC.

Mr. Lovejoy in December 2009 joined Coatue Management, a long/short equity manager withapproximately $2.5 billion of institutional assets. During the four prior years, he was Managing Director ofGroton Partners LLC, a private merchant banking firm. In 2000-2005, he was Senior Managing Director ofRipplewood Holdings LLC, a private equity investment firm. Prior to that position, he was a Managing

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Director of Lazard Freres & Co. LLC, an investment banking firm, and a General Partner of Lazard’spredecessor partnership for over 15 years. Mr. Lovejoy is also a non-executive director of One LibertyProperties Inc., a commercial real estate investment trust listed on the New York Stock Exchange.

Mr. Rafael was until early 2002 the Vice Chairman of the Executive Committee of Mandarin OrientalHotels, having sold Rafael Hotels Ltd., a deluxe hotel owning and operating company that Mr. Rafaelestablished in 1986, to Mandarin Oriental in 2000. Before Rafael Hotels, he was joint Managing Directorof Regent International Hotels, a hotel group Mr. Rafael helped start in 1972.

Mr. Sherwood founded the hotel business of a predecessor of the Company (an affiliate of SeaContainers Ltd.) in 1976 when it purchased its first hotel, the Hotel Cipriani in Venice, Italy. He retiredfrom his executive duties with the Company in December 2006 (having ceased to be a co-principalexecutive officer in October 2006) and stepped down as non-executive Chairman of the Board in June2007. He resigned as a director and non-executive Chairman of Sea Containers in March 2006, havingfounded its predecessor company in 1965. He also served as President of Sea Containers during that timeuntil January 2006. As noted above regarding Mr. Campbell, Sea Containers has been in reorganizationand liquidation proceedings since 2006.

Mr. White was appointed President and Chief Executive Officer of the Company in August 2007,having served as Vice President—Finance and Chief Financial Officer from September 2005. Previously,he was Vice President—Hotels, Africa, Australia and South America of the Company from 1999 to 2005,and was Director of Hotel Operations for the same geographical region in 1998 and 1999. He joined theCompany’s predecessor, Orient-Express Hotels Inc., in 1991 from Forte Hotels, initially as FinancialController. Having qualified as an accountant, he is currently a member of the U.K. Chartered Institute ofManagement Accountants.

If any nominee for director should become unavailable for election (which the Board of Directors hasno reason to believe will be the case), the shares represented by the proxy will be voted for such substitutenominee as may be nominated by the Board of Directors and proposed by the Nominating andGovernance Committee of the Board of Directors.

Board and Committees

The Board of Directors of the Company met ten times during 2009, and all of the directors in officeattended those meetings, except two directors who were absent from one meeting each.

The Board of Directors has established a standing Audit Committee for the purpose of overseeing theaccounting and financial reporting processes of the Company and the audits of its financial statements.Messrs. Campbell, Hurlock and Lovejoy are the Audit Committee members. The committee met seventimes during 2009 with appropriate financial and accounting personnel of the Company andrepresentatives of the Company’s independent registered public accounting firm. All of the AuditCommittee members attended those meetings, except one director who was absent from one meeting. TheBoard has designated Mr. Lovejoy as the audit committee financial expert as defined in the rules of theU.S. Securities and Exchange Commission.

The Board of Directors has also established a standing Compensation Committee to assist the Boardin setting senior executive compensation levels and to administer the Company’s equity-basedcompensation plans, and a standing Nominating and Governance Committee to advise the Board ondirector nominations and on corporate governance matters. Ms. Leith and Messrs. Campbell, Hurlock,

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Lovejoy and Rafael are the members of these committees. The Compensation Committee met four timesin 2009, and all of the committee members attended those meetings. The Nominating and GovernanceCommittee met three times in 2009, and all of the committee members attended those meetings.

The Board of Directors has established a set of Corporate Governance Guidelines, which requires thenon-executive directors of the Board to meet regularly in executive sessions without management present.Mr. Hurlock presides at these executive sessions of the Board.

The Company’s Corporate Governance Guidelines, Charters of the standing Audit, Compensation,and Nominating and Governance Committees of the Board, Code of Business Conduct for Directors,Officers and Employees and Code of Business Practices for the Company’s Principal Executive, Financialand Accounting Officers are published on the Investors page of the Company’s website (www.orient-express.com) or may be obtained upon request and without charge by writing to the Company’s Secretaryat its registered office address (Orient-Express Hotels Ltd., 22 Victoria Street, Hamilton HM 12,Bermuda).

Because the Company is a foreign private issuer as defined in rules of the U.S. Securities andExchange Commission, it is not required to comply with all New York Stock Exchange corporategovernance requirements as they apply to U.S. domestic companies listed on the that exchange. TheCompany’s corporate governance measures, however, do not differ in any significant way from therequirements applicable to U.S. domestic companies.

Regarding the independence of directors from the Company’s management, the Board has reviewedthe materiality of any relationship that each of them has with the Company, either directly or indirectlythrough another organization, including the fees and other compensation described under ‘‘Non-ExecutiveDirector Fees’’ and ‘‘Other Agreements’’ below. The criteria applied included the director independencerequirements set forth in the Company’s Corporate Governance Guidelines, any other managerial,familial, professional, commercial or affiliated relationship between a director and the Company, asubsidiary or another director and, with respect to the Company’s Audit Committee, the independencerules of the U.S. Securities and Exchange Commission. Based on this review, the Board has determinedthat Ms. Leith and Messrs. Campbell, Hurlock, Lovejoy and Rafael are independent directors.

Interested persons may communicate directly with any of the directors by writing to him or her at theCompany’s registered office address (Orient-Express Hotels Ltd., 22 Victoria Street, Hamilton HM 12,Bermuda).

Non-Executive Director Fees

In 2009, each of Ms. Leith and Messrs. Campbell, Hochberg, Lovejoy, Rafael and Sherwood receiveda Board of Directors retainer fee at the annual rate of $32,500, and a fee of $2,750 for each meeting of theBoard or a committee thereof which he or she attended. Mr. Hochberg’s annual retainer fee was proratedfor the period he served on the Board following his initial election as a director in June 2009.Messrs. Campbell and Lovejoy as members of the Audit Committee were paid a retainer fee of $5,000 peryear, and Ms. Leith and Messrs. Campbell, Lovejoy and Rafael as members of the CompensationCommittee and Nominating and Governance Committee were paid a retainer fee of $2,500 per year forservice on each of those two Committees. Mr. Lovejoy was also paid an additional retainer fee of $20,000per year as chairman of the Audit and Compensation Committees. As Chairman of the Board, chairman ofthe Nominating and Governance Committee and a member of the Audit Committee, Mr. Hurlock waspaid an all-inclusive amount of $375,000 in lieu of annual retainer or per meeting attendance fees.

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Aggregate cash retainer, attendance and other director fees to Ms. Leith and Messrs. Campbell,Hochberg, Hurlock, Lovejoy, Rafael and Sherwood described above amounted to $953,200 in 2009.

In addition, as noted below under ‘‘Option Awards under 2000 and 2004 Stock Option Plans and 2009Share Award and Incentive Plan’’ and ‘‘Share Awards under 2007 Performance Share Plan and 2009 ShareAward and Incentive Plan’’, these seven non-executive directors participate in the Company’s equity-compensation plans. Included in the awards summarized below are awards in 2009 of deferred shareswithout performance criteria under the 2007 and 2009 plans on a total of 74,335 class A shares to the sevennon-executive directors, vesting in 2012, and under the 2007 plan on 20,259 class A shares to Mr. Hurlockwhich vested and were issued to him in February 2010.

In March 2007, the Company and Mr. Sherwood entered into an agreement regarding his retirementfrom executive duties with the Company in December 2006, and his continuing thereafter as anon-executive director of the Company including Chairman of the Board until June 2007. The agreementrequires the Company to provide office accommodation and secretarial services to Mr. Sherwood, andprivate medical cover for him and his wife under the Company’s employee health insurance. Theagreement also requires the Company to reimburse Mr. Sherwood up to £50,000 per year ($78,500 in 2009)for his personal business expenses while he remains a non-executive director during the three-year periodending June 2010.

In September 2007, the Company and Mr. Sherwood entered into another agreement under which heprovided consultancy services to the Company for property acquisitions and guest relations under thesupervision of the Company’s President and Chief Executive Officer, and was compensated for thoseservices at the rate of £100,000 per year plus reimbursement of his reasonable business expenses incurredin providing the services. This agreement was terminated in June 2008.

Mr. Hurlock and his family may stay at the Company’s properties without charge, except for third-party provided services used during his visits. The other non-executive directors and their families areentitled to 75% discounts off the usual room rates and food and beverage prices for their personal visits atthe Company’s properties.

Executive Compensation

The following table shows the total salary and bonus of Mr. White paid in cash during 2009, and of allexecutive officers as a group, for services to the Company and its subsidiaries in all capacities:

CashName of individual or group Principal capacities compensation

Paul M. White . . . . . . . . . . . . . . . . . President, Chief Executive Officer and Director $ 484,100All executive officers as a group

(nine persons) . . . . . . . . . . . . . . . . $2,941,900

This table and the other data about executive officers of the Company in this proxy statement excludesone officer who resigned as an executive officer in December 2009.

The Company has entered into agreements with Mr. White and most of the Company’s otherexecutive officers entitling them to receive employment termination payments in certain circumstancesconstituting a change in control of the Company in an amount equal to two times each officer’s annual

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compensation. The agreements of the U.S. tax-paying officers also require the Company to pay the excisetax on their severance payments imposed pursuant to section 4999 of the U.S. Internal Revenue Code.

Retirement Plans

Through May 2006, certain executive officers who are based in the United Kingdom participated in acontributory defined benefit pension plan established by a Company subsidiary for British employees. Theamount of contribution by the subsidiary to the plan in respect of a specific person cannot readily beseparated or individually calculated. Participants in the plan are eligible to receive at their normalretirement date an annual pension based on the number of years of pensionable service and their finalpensionable compensation.

In May 2006, the subsidiary froze its U.K. defined benefit pension plan, thus stopping future benefitaccrual, so that the benefit payable to participants at their normal retirement date will be calculated usingpensionable service and final pensionable salary at that date. From May 2006 and for later years, theCompany subsidiary established a defined contribution retirement plan for British employees, includingU.K.-based officers, under which the subsidiary contributes to individual tax-deferred accounts establishedby employees. The subsidiary currently contributes for the executive officer participants in the definedcontribution plan at the rate of up to ten percent of annual salary.

Under the U.K. defined benefit plan, currently estimated accrued annual benefits payable toparticipating executive officers of the Company amounted to approximately $266,000 in the aggregate atDecember 31, 2009, and under the U.K. defined contribution plan, the Company subsidiary contributed onbehalf of participating executive officers a total of $167,000 during 2009. Regarding the pension plans, seenote 11 to the financial statements in the 2009 annual shareholders report of the Company accompanyingthis proxy statement.

Certain U.S. subsidiaries of the Company have adopted a 401(k) retirement plan that permitsemployees to contribute amounts out of their compensation into individual tax-deferred accounts. Themaximum contribution an employee could make was $16,500 in 2009. Three executive officers of theCompany based in the U.S. participated in this plan in 2009, and the Company paid $2,000 into each oftheir accounts as partial matching payments under the plan in addition to their own contributions.

Option Awards under 2000 and 2004 Stock Option Plans and 2009 Share Award and Incentive Plan

Options to purchase class A common shares of the Company at market value at the time of awardhave been granted to directors, executive officers and selected employees under the Company’s 2000 and2004 Stock Option Plans and 2009 Share Award and Incentive Plan. These plans are administered by theCompensation Committee of the Board of Directors. The options awarded have substantially the sameterms and, in general, become exercisable three years after the date of grant and expire ten years from dateof grant. In certain circumstances constituting a change in control of the Company, outstanding optionsbecome immediately exercisable, and optionees may thereafter surrender their options instead ofexercising them and receive directly from the Company in cash the difference between the option exerciseprice and the value of the underlying shares determined according to the plans.

During 2009, options to purchase an aggregate of 700,400 class A common shares were granted toexecutive officers of the Company at exercise prices ranging from $8.38 to $8.91 per share, includingoptions on 170,400 shares to Mr. White. During 2009, no options were granted to the seven non-excutive

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directors of the Company, and no options were exercised by directors or officers. At April 15, 2010, optionsto purchase an aggregate of 1,206,050 class A common shares (of which 200,850 were exercisable byJune 30, 2010) were held by directors and executive officers at per share exercise prices ranging from $5.89to $59.23 and expiring between 2010 and 2019. See note 15 to the financial statements in the 2009 annualshareholders report of the Company regarding stock options granted under the 2000 and 2004 StockOption Plans and the 2009 Share Award and Incentive Plan.

Stock options to purchase class A common shares held by the Company’s directors are as follows atApril 15, 2010:

Number of shares Exercise priceName underlying options per share

John D. Campbell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,650 $5.89 to $59.23Mitchell C. Hochberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —James B. Hurlock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,650 5.89 to 59.23Prudence M. Leith. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,600 5.89 to 59.23J. Robert Lovejoy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,650 5.89 to 59.23Georg R. Rafael . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,150 5.89 to 59.23James B. Sherwood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,550 5.89 to 59.23Paul M. White . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294,500 5.89 to 59.23

Following approval of the 2009 plan by shareholders at the June 5, 2009 annual general meeting of theCompany, no further grants of stock options may be made under the 2000 and 2004 plans.

Share Awards under 2007 Performance Share Plan and 2009 Share Award and Incentive Plan

Like the 2009 Share Award and Incentive Plan, the Company’s 2007 Performance Share Plan isadministered by the Compensation Committee of the Board of Directors. Directors, executive officers andselected employees may be awarded an amount of class A common shares in the Company to be issuedcurrently or on a deferred basis after the expiration of a vesting period. The Compensation Committeemay condition the vesting of deferred shares on achievement, in whole or in part, of specified performancecriteria in the individual award such as earnings targets, total shareholder return goals or other criteria.Shares may also be issued under the awards before the vesting period has elapsed if a change in control ofthe Company occurs or certain other early vesting events occur.

During 2009, awards were made under the 2007 and 2009 plans with performance criteria based ontotal shareholder return and earnings before tax on up to 52,637 class A shares to Mr. White and up to135,309 class A shares to the other executive officers, and additional awards were made withoutperformance criteria on 89,335 class A shares to the seven non-executive directors of the Company andone officer. All of these awards will vest in 2012. Also during 2009, awards were made under the 2007 planwithout performance criteria vesting in 2010 on 29,984 class A shares to Mr. White, 20,259 shares toMr. Hurlock and 33,078 shares to five other officers. All of these shares vested and were issued in February2010. At December 31, 2009, a total of up to 344,489 awards of class A shares of the Company had beengranted to directors and executive officers under the 2007 and 2009 plans vesting in 2010 to 2012, includingthe shares vested and issued in February 2010. See note 15 to the financial statements in the 2009 annualshareholders report of the Company regarding share awards granted under the 2007 Performance SharePlan and the 2009 Share Award and Incentive Plan.

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Early in 2010, awards of deferred shares without performance criteria were made under the 2009 planto executive officers on a total of 88,338 class A shares vesting in 2011, including 19,216 shares toMr. White, and on 20,000 class A shares vesting in August 2010 to each of Mr. White and one other officer.

Total awards of deferred class A common shares to the Company’s directors under the 2007 and 2009plans are as follows at April 15, 2010:

Number ofName shares awarded

John D. Campbell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,345Mitchell C. Hochberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,265James B. Hurlock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,345Prudence M. Leith. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,345J. Robert Lovejoy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,345Georg R. Rafael . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,345James B. Sherwood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,345Paul M. White . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,779

As noted above with respect to the 2000 and 2004 Stock Option Plans, following shareholder approvalof the 2009 plan, no further share awards may be made under the 2007 plan.

Other Agreements

In April 2009, the Company and Mr. Sherwood entered into an agreement limiting his acts andcommunications on behalf of the Company involving third parties outside of the Company, without theprior written authorization of the Board of Directors or the President and Chief Executive Officer.Mr. Sherwood agreed that if he consciously fails to abide by the limitations, he may be removed as adirector by the Board for cause in accordance with the Company’s Bye-Laws.

Mr. Sherwood owns a private residential apartment in the Hotel Cipriani in Venice, Italy, a hotelowned by a subsidiary of the Company. The Company has granted Mr. Sherwood a right of first refusal topurchase the hotel in the event the Company proposes to sell it. The purchase price would be the offeredsale price in the case of a cash sale or the fair market value of the hotel, as determined by an independentvaluer, in the case of a non-cash sale. Similarly, if Mr. Sherwood proposes to sell his apartment, he hasgranted the Company a right of first refusal to purchase it at fair market value or, at Mr. Sherwood’soption in the case of a proposed cash sale, the offered sale price. In addition, the Company has granted anoption to Mr. Sherwood to purchase the hotel at fair market value if a change in control of the Companyoccurs. Mr. Sherwood may elect to pay 80% of the purchase price if he exercises his right of first refusal, or100% of the purchase price if he exercises his purchase option, by a non-recourse promissory note securedby the hotel payable in ten equal annual instalments with interest at LIBOR. The agreements definingthese rights in the Hotel Cipriani and Mr. Sherwood’s apartment were entered into in February 2005, andamend and restate agreements originally entered into in 1983 and 1989.

Mr. Sherwood and the subsidiary of the Company which owns the Hotel Cipriani have an agreementdating from 1982 under which he may rent his apartment to the hotel in return for 50% of the amountspaid by hotel guests for use of the apartment. In 2009, the hotel paid Mr. Sherwood $98,100 for the use ofhis apartment. Also, in any calendar year when the apartment is made available to the hotel for 90 days ormore when the hotel is open to guests, the hotel is obligated to clean, repair and insure the apartment at its

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expense and provide Mr. Sherwood and his guests with all hotel services other than food and beverage freeof charge, including electricity, air conditioning, telephone rental, water and room services for theapartment. To the extent that the apartment is made available to the hotel for less than 90 days per year,Mr. Sherwood must pay a proportionate share of those expenses.

Mr. Sherwood owns Capannelle S.r.l., a wine estate in the Chianti region of Italy that produces wine,olive oil and other products principally for public sale. In 2009, the estate sold $48,800 of products toCompany hotels at prices the same as its public prices.

Capannelle and the Company’s subsidiary that owns the Villa San Michele near Florence, Italy havean agreement dating from 2002 under which Capannelle makes the main house and other parts of the wineestate available to short-stay guests provided by the hotel. The incremental costs of Capannelle and VillaSan Michele in servicing the guests each year are netted against the amounts charged by the hotel for guestaccommodation, food, beverage and other hotel services, and the net amount is shared equally betweenCapannelle and Villa San Michele. In 2009, Capannelle earned $nil from this arrangement which continueson a year-to-year basis unless terminated by either party.

Mr. Hochberg, who was first elected a director at the Company’s annual general meeting on June 5,2009, is the Managing Principal of Madden Real Estate Ventures LLC, a real estate investment,development and advisory firm. A subsidiary of the Company engaged Madden to provide consultingservices on its New York hotel project, and paid Madden total fees of $1,145,000 covering the period June2007 through June 2009, at which time the engagement terminated.

PROPOSAL 2—APPROVAL OF AMENDMENT OF THE COMPANY’S 2009 SHARE AWARDAND INCENTIVE PLAN

The Board of Directors of the Company is submitting to shareholders a proposal to approve anamendment to the Orient-Express Hotels Ltd. 2009 Share Award and Incentive Plan (the ‘‘2009 Plan’’), toincrease by 4,000,000 the number of the Company’s class A common shares reserved and available forissuance in connection with future awards to be made under the 2009 Plan. The 2009 Plan was adopted bythe Company’s shareholders at the annual general meeting held on June 5, 2009, and the proposedamendment to the 2009 Plan was approved by the Board of Directors on March 12, 2010.

A copy of the 2009 Plan showing the proposed amendment adding 4,000,000 shares is attached asExhibit A to this proxy statement. See the amendment to Section 4(a)(i) of the 2009 Plan at page A-5 ofExhibit A.

The purpose of the 2009 Plan is to promote the interests of the Company and its shareholders byattracting, retaining, motivating and rewarding officers, employees, non-employee directors and serviceproviders who are responsible for the Company’s success and growth by providing these persons anopportunity to acquire a proprietary interest in or a cash incentive to promote the Company’s long-termsuccess.

Before the adoption of the 2009 Plan, the Compensation Committee (the ‘‘Committee’’) of the Boardof Directors previously relied on the Company’s 2000 Stock Option Plan, 2004 Stock Option Plan and the2007 Performance Share Plan, as amended (the ‘‘Preexisting Plans’’), for awards of stock options andshares to provide incentives to officers, employees and non-employee directors. After the adoption of 2009Plan, no further awards have been granted under the Preexisting Plans, and 84,550 shares that were

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available for new awards under the Preexisting Plans (i.e., were not committed for outstanding awards) atthat time were carried forward to the 2009 Plan. Also after the adoption of the 2009 Plan, shares subject toawards under the 2009 Plan or the Preexisting Plans that expire unexercised or are cancelled, terminatedor forfeited because the terms and conditions of the awards have not been met, may be used again for newawards under the 2009 Plan

At April 15, 2010, awards of 1,140,661 class A common shares were outstanding under the 2009 Planand only 102,602 shares remain available for future awards. Because the Board of Directors believes thatthe number of shares available for future awards under the 2009 Plan is insufficient, it has approved anamendment of the 2009 Plan to add 4,000,000 shares, subject to shareholder approval. Following thisproposed increase, the total number of shares available under the 2009 Plan for future awards would equal(i) 4,000,000 shares, plus (ii) the number of shares remaining from the 102,602 currently available shares ifthe Committee makes awards before the proposed increase is approved by shareholders, plus (iii) thenumber of shares subject to outstanding awards under the 2009 Plan or the Preexisting Plans whichsubsequently become available as a result of expirations, cancellations, forfeitures or termination. Thenumber of shares reserved under the 2009 Plan is subject to adjustment upon stock splits, stock dividendsand other extraordinary corporate events.

The maximum number of class A common shares that may be subject to awards granted to anyindividual participant under the 2009 Plan in any one calendar year is 250,000 (the ‘‘Annual Limit’’) plusthe participant’s unused share-denominated Annual Limit for that person as of the close of the previousyear, subject to adjustment in circumstances triggering adjustment to the aggregate limitations under the2009 Plan. In the case of a cash-denominated award, a participant may not be granted awards authorizingthe earning during any calendar year of an amount that exceeds the participant’s Annual Limit, which forthis purpose will be $2,500,000, plus the amount of the participant’s unused cash Annual Limit as of theclose of the previous year. These Annual Limits apply separately. A participant is deemed to ‘‘earn’’ aperformance-based award when performance conditions are satisfied, whether or not any additionalvesting or deferral period applies. A participant’s Annual Limit is used to the extent a number of shares orcash amount potentially may be earned or paid under an award, regardless of whether such amount orshares are in fact earned or paid.

The total number of class A common shares under the Company’s Preexisting Plans subject tooutstanding stock options and unvested share awards at April 15, 2010 is as follows:

Stock options outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 861,200Unvested deferred share awards outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,870Unvested performance-based share awards outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,442

Total shares subject to outstanding awards under Preexisting Plans . . . . . . . . . . . . . . . . . . . 1,174,512

The exercise prices of the 861,200 stock options outstanding range from $5.89 to $59.23 per class Acommon share with an average exercise price, weighted by the number of shares, of $24.13. See note 15 tothe financial statements in the 2009 annual shareholders report of the Company regarding the PreexistingPlans.

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The total number of class A common shares under the Company’s 2009 Plan subject to outstandingstock options and unvested share awards at April 15, 2010 is as follows:

Stock options outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987,200Unvested deferred share awards outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,535Unvested performance-based share awards outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 926

Total shares subject to outstanding awards under 2009 Plan . . . . . . . . . . . . . . . . . . . . . . . . 1,140,661

The exercise prices of the 987,200 stock options outstanding range from $7.71 to $8.91 per class Acommon share with an average exercise price, weighted by the number of shares, of $8.60. See note 15 tothe financial statements in the 2009 annual shareholders report of the Company regarding the 2009 Plan.

Based on the outstanding awards at April 15, 2010 under the Company’s 2009 Plan and the PreexistingPlans and assuming shareholders approve the amendment of the 2009 Plan and the Committee grants nonew awards under the 2009 Plan prior to that approval, the total number of class A common sharesavailable for future issuance under the 2009 Plan and the Preexisting Plans would be as follows:

Shares available for future awards under 2009 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,102,602Shares subject to outstanding awards under 2009 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,140,661Shares subject to outstanding awards under Preexisting Plans . . . . . . . . . . . . . . . . . . . . . . . 1,174,512

Total shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,417,775

Percentage of outstanding shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6%

The percentage of outstanding shares shown above is based on 90,797,225 class A common sharesoutstanding on April 15, 2010 and assumes the issuance of class A common shares upon exercise ofoutstanding options and vesting of outstanding share awards in full and the issuance of all newly availableshares under the 2009 Plan. Shares subject to outstanding awards under the Preexisting Plans whichbecome available as a result of expirations, cancellations, forfeitures or terminations may be awarded anewunder the 2009 Plan.

On April 15, 2010, the closing price of a class A common share on the New York Stock Exchange was$14.66.

Administration

The 2009 Plan is administered by the Committee. The members of the Committee are appointed fromtime to time by the Board of Directors. The Committee consists currently of five independent directors inaccordance with the Company’s independence standards set forth in its Corporate Governance Guidelines.The Committee has the authority, among other things, to select the officers, employees, directors andservice providers to whom awards are granted, determine the types of awards to be granted and thenumber of class A common shares covered by the awards, set the terms and conditions of the awards, andestablish rules for the administration of the 2009 Plan. The Committee may delegate its authority underthe 2009 Plan, provided that any delegation does not cause awards intended to qualify as ‘‘performance-based compensation’’ to fail so to qualify.

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Participants

Those officers, employees, non-employee directors and service providers of the Company and itssubsidiaries and affiliates as the Committee determines to be responsible for the Company’s success andfuture growth and profitability are eligible to be selected by the Committee to receive awards under the2009 Plan. Approximately 100 employees and directors currently participate in the 2009 Plan and thePreexisting Plans. The Committee may also make awards under the 2009 Plan to replace outstandingawards made by any business acquired by the Company on the terms and conditions determined by theCommittee.

Types of Award

The 2009 Plan permits awards of:

• stock options, including ‘‘incentive stock options’’ meeting the requirements of Section 422 of theU.S. Internal Revenue Code of 1986, as amended (‘‘IRC’’), and stock options that do not meet suchrequirements;

• stock appreciation rights;

• restricted shares;

• deferred shares;

• bonus shares and awards in lieu of obligations;

• dividend equivalents;

• other share-based awards;

• performance-based awards (including annual incentive awards) which may be settled in cash, sharesor other awards; or

• any combination of the foregoing.

Stock Options. The Committee may grant ‘‘incentive stock options’’ meeting the requirements ofSection 422 of the IRC, and stock options that do not meet such requirements. The exercise price of anyoption granted under the 2009 Plan will be set by the Committee but must not be less than the fair marketvalue of one class A common share at the date of grant. Stock options will be exercisable at such times asthe Committee determines and will be subject to such terms and conditions, including vesting andperformance-based conditions, as the Committee determines, except that no stock option may be exercisedmore than ten years after the date it is granted. As determined by the Committee, options may beexercised by payment of cash, other awards, property or by the participant tendering shares to theCompany or directing the Company to withhold from the option shares sufficient shares to pay the exerciseprice based on the current fair market value of the class A common shares.

Stock Appreciation Rights. The Committee may grant stock appreciation rights exercisable at suchtimes and subject to such conditions or restrictions as the Committee may determine. Upon exercise of astock appreciation right by a holder, the holder is entitled to receive an amount in cash equal to the excessof the fair market value of one class A common share on the date of exercise over the ‘‘grant price,’’ whichmust be not less than the fair market value of one class A common share on the date of grant. Stock

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appreciation rights may be granted separately or in tandem with some other award under the 2009 Plan.The Committee determines when stock appreciation rights granted under the 2009 Plan may be exercised.No stock appreciation right may be exercised more than ten years after the date it is granted. TheCommittee also determines the method of exercise and the form of consideration payable in settlementincluding cash, shares, other awards or other property.

Restricted Shares. The Committee may grant restricted share awards, subject to such restrictions andterms and conditions as the Committee deems appropriate. Upon receipt of a restricted share award, theholder is issued a specified number of class A common shares, which may be subject to forfeitureconditions and restrictions on transfer as the Committee determines, and the Committee may grant orwithhold the right of the holder to receive dividends and to vote the class A common shares granted.

Deferred Shares. The Committee may grant deferred shares, meaning the right to receive class Acommon shares or other awards or a combination thereof at the end of a period specified by theCommittee. Deferred shares may be subject to forfeiture conditions and restrictions on transfer as theCommittee determines, which restrictions may lapse at the expiration of the deferral period or at earlierspecified times.

Bonus Shares and Awards in Lieu of Obligations. The Committee may grant class A common sharesas a bonus or in lieu of obligations of the Company or a subsidiary or affiliate of the Company to pay cashor deliver other property under compensatory arrangements.

Dividend Equivalents. The Committee may grant dividend equivalents, meaning the right to receivecash, class A common shares, other awards or other property equal in value to a specified portion of thedividends paid with respect to a specified number of class A common shares. Dividend equivalents may bepaid or distributed when accrued or reinvested in additional class A common shares or other awards asdetermined by the Committee. Dividend equivalents may be subject to restrictions as the Committeedetermines. The Company suspended payment of quarterly cash dividends on its class A common shares atthe end of 2008.

Other Share-Based Awards. The Committee may grant and determine the terms of other awards thatmay be denominated or payable in, valued in whole or in part by reference to, or otherwise based on,class A common shares or factors that may influence the value of class A common shares.

Performance-Based Awards. Cash or share denominated awards made under the 2009 Plan may begranted that provide for achievement of performance goals, so as to qualify for the performance-basedcompensation exemption from the $1,000,000 deductibility limitations imposed by Section 162(m) of theIRC. A performance-based award will entitle the holder to receive payments or class A common sharesupon the achievement of specified levels of the following business criteria that apply to individualparticipants, one or more business units, or the Company as a whole, either individually or in combination:net income; earnings, before or after income taxes; earnings per share; pre-tax operating income; expensemanagement; profitability, including profitability of an identifiable business unit or product; revenue;shareholder value creation measures, including but not limited to share price or total shareholder return;return measures, including return on assets (gross or net), return on investment, return on capital, orreturn on equity; cash flow, free cash flow, cash flow return on investment (discounted or otherwise), netcash provided by operations, or cash flow in excess of cost of capital; net economic profit (operatingearnings minus a charge for capital) or economic value created; strategic innovation; dividend levels; or

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significant business criteria, consisting of one or more objectives based on meeting specified marketpenetration, geographic business expansion goals, cost targets, completion of capital and debt transactions,customer satisfaction, employee satisfaction, management of employment practices and employee benefits,supervision of litigation and information technology, and goals relating to acquisitions or divestitures ofsubsidiaries, affiliates or joint ventures. The Committee may set targeted levels of performance in absoluteterms, as a ratio, as a goal relative to performance in prior periods, or as a goal compared to theperformance of one or more comparable companies or an index covering multiple companies.

The Committee determines the terms and conditions of a performance-based award, including theperformance goals to be achieved during the performance period, the length of the performance periodand the amount and form of payment of the performance-based award. A performance-based award maybe settled in cash, shares, other awards or other property, as determined by the Committee.

The Committee may grant performance-based awards in the form of annual incentive awards,meaning a performance award representing a conditional right to receive cash, class A common shares orother awards based on performance in a performance period of one fiscal year or a portion thereof. Notlater than the earlier of 90 days after the beginning of any performance period applicable to such annualincentive award or the time 25% of such performance period has elapsed, the Committee determines theemployees or directors who will potentially receive annual incentive awards and the amounts potentiallypayable thereunder based upon the achievement of the performance goals which are based on the abovebusiness criteria.

Adjustments to Awards

Adjustments as to the number, price or kind of shares or other consideration subject to outstandingawards may be made in connection with certain corporate events, changes in capitalization or upon theoccurrence of an event constituting an ‘‘equity restructuring’’ as defined under generally acceptedaccounting principles occurring after the date of any grant or if there is a change in laws or othercircumstances that affect awards. The Company may make such adjustments to outstanding awards topreserve, without enlarging, the rights of participants, with the manner of such adjustments to bedetermined by the Committee.

Limitations on Transfer and Resale of Shares

Except as discussed below, no award (other than awards that have vested and been settled) may betransferred or assigned by the participant except in the event of the participant’s death, and may only beexercised during the participant’s lifetime, by the participant. If determined by the Committee, aparticipant may transfer awards (other than incentive stock options and stock appreciation rights intandem therewith and subject to applicable limitations under Section 409A of the IRC) to a transfereeduring the lifetime of the participant but not to a third party for value, which transferee may exercise theaward in accordance with the terms of the award and any limitations imposed by the Committee. Suchtransfers might be permitted, for example, for estate planning purposes.

The resale of shares acquired upon exercise or receipt of awards generally is not automaticallyrestricted by the terms of the 2009 Plan. However, all shares or other securities delivered under the 2009Plan pursuant to any award or the exercise thereof shall be subject to such restrictions as the Committeemay deem advisable under the 2009 Plan, applicable laws and regulatory requirements.

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The Company has adopted a Code of Business Conduct for Directors, Officers and Employees thatrestricts transactions by directors, officers and employees in the Company’s securities, including providingthat, buying or selling of shares is not permitted during certain ‘‘blackout’’ periods, generally between afiscal quarter end and the public announcement of the quarterly financial results, and possibly during othertimes such as when the Company is issuing new securities. The transactions in shares awarded under the2009 Plan would be subject to this Code.

Termination and Amendment

No awards may be granted under the 2009 Plan after June 5, 2019 (and no incentive stock option maybe granted after March 13, 2019). The 2009 Plan permits the Board of Directors to amend, suspend orterminate the 2009 Plan or the Committee’s authority to grant awards at any time, except that shareholderapproval is required if required by any applicable law or regulation or the rules of the New York StockExchange, or if any amendment would materially increase the number of shares reserved for issuanceunder the 2009 Plan. Although many amendments could substantially increase the Company’s costs underthe 2009 Plan and would require shareholder approval, the increase in cost of the 2009 Plan would not byitself necessarily trigger a shareholder approval requirement and, therefore, some amendments that mightmaterially increase cost could be adopted without shareholder approval. Without the consent of aparticipant, no amendment or alteration may materially impair a participant’s rights under a previouslygranted award.

Under the 2009 Plan, stock options and stock appreciation rights may not be ‘‘repriced’’ without theapproval of shareholders, unless shareholder approval is not required by applicable law or regulation orthe rules of the New York Stock Exchange. A ‘‘repricing’’ means amending the terms of an option or stockappreciation right after it is granted to lower its exercise price, any other action that is treated as arepricing under generally accepted accounting principles, and canceling an option or stock appreciationright at a time when its strike price exceeds the fair market value of the underlying shares, in exchange foranother option, stock appreciation right or other equity award, unless the cancellation and exchange occursin connection with a merger, acquisition, spin-off or other similar corporate transaction. Adjustments toawards in connection with extraordinary corporate events will not be deemed ‘‘repricings,’’ however.

Vesting, Forfeiture and Related Award Terms

The Committee may, in its discretion, determine the vesting schedule of awards, the circumstancesthat will result in forfeiture of awards, the post-termination exercise periods of options and similar awards,and the events that will result in acceleration of the ability to exercise and the lapse of restrictions, or theexpiration of any deferral period, on any award.

The 2009 Plan provides that, upon a ‘‘change in control’’ of the Company (as defined in the 2009Plan), outstanding options and stock appreciation rights would become immediately vested andexercisable, unless this right has been restricted in the award agreement. Holders of options and stockappreciation rights also would have the right to surrender those awards for a cash payment equal to thein-the-money value of the award. The Committee may provide for accelerated vesting of other types ofawards under the 2009 Plan upon a change in control.

The 2009 Plan authorizes the Committee to impose restrictions on awards for the protection of theCompany’s business. These could include non-compete, non-solicitation and non-disclosure provisions that

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govern the behavior of participants during their employment and for periods after termination of theiremployment. The 2009 Plan includes a ‘‘clawback’’ provision requiring that, if the Company is required torestate its financial statements due to material noncompliance with applicable financial reportingrequirements, if such event results from willful misconduct or gross negligence of a participant, theparticipant must reimburse the Company for the excess amount of any bonus, incentive or equitycompensation paid as a result the erroneous financial statements.

Awards may be settled in cash, shares, other awards or other property, in the discretion of theCommittee. The Committee may require or permit participants to defer the settlement of all or part of anaward, in accordance with such terms and conditions as the Committee may establish, including paymentor crediting of interest or dividend equivalents on any deferred amounts. The Committee is authorized toplace cash, shares or other property in trusts or make other arrangements to provide for payment of theCompany’s obligations under the 2009 Plan, but is under no obligation to do so. The Committee maycondition awards on the payment of taxes, and may provide that the Company will withhold, on amandatory or elective basis, a portion of the shares or other property to be distributed in order to satisfytax obligations.

Subject to the requirement that repricing transactions be approved by shareholders (if applicable), theCommittee may grant awards in substitution for, exchange for or as a buyout of other awards under the2009 Plan, awards under other plans of the Company, or other rights to payment from the Company or itssubsidiaries or affiliates, and may exchange or buy out outstanding awards for cash or other property. TheCommittee also may grant awards in addition to and in tandem with other awards or rights. In granting anew award, the Committee may determine that the in-the-money value or fair value of any surrenderedaward may be applied to reduce the exercise price of any option, base price of any stock appreciation right,or purchase price of any other award, subject to the shareholder approval requirement for repricingtransactions (if applicable).

The 2009 Plan authorizes the Committee to provide for a tax ‘‘gross up’’ payment if compensation to aparticipant under an award results in the participant being subject to a golden parachute excise tax underU.S. tax law. See ‘‘Certain Income Tax Matters’’ below.

New Plan Benefits

Because future awards under the 2009 Plan will be granted in the discretion of the Committee, thetype, number, recipients, and other terms of such awards cannot be determined at this time. Informationregarding the Company’s recent practices with respect to stock-based compensation under the 2009 Planand the Preexisting Plans is presented in ‘‘Option Awards under 2000 and 2004 Stock Option Plans and2009 Share Award and Incentive Plan’’ and ‘‘Share Awards under 2007 Performance Share Plan and 2009Share Award and Incentive Plan’’ under the heading ‘‘Proposal 1—Election of Directors’’ above, and innote 15 to the financial statements in the Company’s 2009 annual shareholders report accompanying thisproxy statement.

The 2009 Plan is not the exclusive means by which the Company may provide cash and equity awardsand, therefore, its approval would not preclude the Company from paying similar forms of compensationunder other plans and arrangements.

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Certain Income Tax Matters

U.S. Federal Income Tax Matters

The following is a brief summary of the U.S. federal income tax consequences generally applicable toawards granted under the 2009 Plan based on U.S. federal income tax laws and applicable guidance ineffect on the date of this proxy statement. This summary is provided for the information of shareholdersconsidering how to vote on this matter, and is not intended to be exhaustive and does not address allmatters that may be relevant to a particular participant based on his or her specific circumstances. Thesummary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxingjurisdiction, or the gift, estate, excise (other than a brief summary of golden parachute excise tax rules) orother tax laws other than U.S. federal income tax law. Awards under the 2009 Plan are intended to beexempt from IRC Section 409A or to meet the requirements of IRC Section 409A, and the discussionbelow assumes that this is the case so that participants do not have additional tax consequences under IRCSection 409A. The following is not intended or written to be used, and cannot be used, for the purposes ofavoiding taxpayer penalties. Because individual circumstances may vary, the Company advises allparticipants to consult their own tax advisors concerning the tax implications of awards granted under the2009 Plan.

Incentive Stock Options. An option granted under the 2009 Plan may be an incentive stock option(or ‘‘ISO’’) within the meaning of Section 422 of the IRC. An employee will generally not recognizeordinary income on receipt or exercise of an ISO so long as he or she has been an employee of theCompany or its subsidiaries from the date the ISO was granted until three months before the date ofexercise. However, the amount by which the fair market value of the class A common shares on theexercise date exceeds the exercise price is an adjustment in computing the employee’s alternative minimumtax in the year of exercise. If the employee holds the class A common shares received on exercise of theISO for one year after the date of exercise and for two years from the date of grant of the ISO, anydifference between the amount realized upon the disposition of the shares and the amount paid for theshares will be treated as long-term capital gain (or loss, if applicable) to the employee. If the employeeexercises an ISO and satisfies these holding period requirements, the U.S. employer company may notclaim a tax deduction for any amount in connection with the ISO. If an employee exercises an ISO butengages in a ‘‘disqualifying disposition’’ by selling the shares acquired on exercise before the expiration ofthe one and two-year holding periods described above, the employee generally will recognize ordinaryincome (for regular income tax purposes only) in the year of the disqualifying disposition equal to theexcess, if any, of the fair market value of the class A common shares on the date of exercise over theexercise price; and any excess of the amount realized on the disposition over the fair market value on thedate of exercise will be taxed as long- or short-term capital gain (as applicable). If, however, thedisqualifying disposition is a sale for less than the fair market value on the date of exercise, the employeewill recognize ordinary income equal only to the difference between the amount realized on thedisqualifying disposition and the exercise price. In either event, the U.S. employer company will be entitledto claim a tax deduction for an amount equal to the amount constituting ordinary income to the employeein the year of the disqualifying disposition.

Non-Qualified Stock Options. Options may also be granted under the 2009 Plan that do not qualifyas incentive stock options under Section 422 of the IRC. Such an option is referred to as a non-qualifiedstock option. Non-qualified stock options granted under the 2009 Plan will not be taxable to an employeeat grant but generally will result in taxation at exercise, at which time the employee will recognize ordinary

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income in an amount equal to the difference between the option’s exercise price and the fair market valueof the class A common shares on the exercise date. The U.S. employer company will be entitled to claim atax deduction for a corresponding amount as a business expense in the year the employee recognizes thisincome. Upon any sale of the option shares after exercise, the employee will realize a capital gain (or loss)to the extent the sale price exceeds (or is less than) the employee’s tax ‘‘basis’’ in the shares. Theemployee’s tax basis is the fair market value of the class A common shares at the time of exercise. The U.S.employer company is not entitled to a tax deduction in connection with any capital gain of an employeeselling option shares.

Stock Appreciation Rights. There are no immediate tax consequences to an employee when a stockappreciation right (an ‘‘SAR’’) is granted. At the time of exercise of an SAR, the employee will recognizeordinary income equal to the difference between the SAR’s grant price (plus any amount paid at the timeof exercise) and the fair market value of the class A common shares on the exercise date. Subject to thegeneral rules concerning deductibility of compensation, the U.S. employer company will be allowed anincome tax deduction in the amount that the holder of an SAR recognizes as ordinary income upon theexercise of the SAR. If shares are delivered in settlement of the SAR, tax rules regarding capital gains andlosses upon a subsequent sale of the shares resulting from exercise are generally the same as fornon-qualified stock options, discussed above.

Restricted Share Awards. The recognition of income from an award of restricted shares for federalincome tax purposes depends on the restrictions imposed on the class A common shares. Generally,taxation will be deferred until the first taxable year the shares are no longer subject to substantial risk offorfeiture or become transferable. At the time a restriction lapses, the employee will recognize ordinaryincome equal to the then fair market value of the class A common shares less any amount paid for theshares. At the time of award of restricted shares, the employee may, however, make an election with theIRS under Section 83(b) of the IRC to include the value of the restricted shares in gross income in the yearof the award despite such restrictions. Generally, the U.S. employer company will be entitled to deduct as abusiness expense in the year the employee includes the compensation in income an amount equal to theamount of compensation the employee includes in income. Absent a Section 83(b) election, dividends, ifany, received by the holder before the end of the restricted period will be taxed as ordinary income to theholder and also will be deductible by the U.S. employer company subject to the foregoing general rulesconcerning deductibility of compensation.

Deferred Shares. An employee will recognize ordinary income equal to the fair market value of theclass A common shares received at the time they are transferred to the employee less any amount paid forthe shares. Subject to the general rules concerning deductibility of compensation, the U.S. employercompany will be allowed a deduction in the amount that the employee recognizes as ordinary income.

Bonus Shares and Awards in Lieu of Obligations. An employee will recognize ordinary income equalto the fair market value of the class A common shares received at the time they are transferred to theemployee less any amount paid for the shares. Subject to the general rules concerning deductibility ofcompensation, the U.S. employer company will be allowed a deduction in the amount that the employeerecognizes as ordinary income.

Dividend Equivalents. An employee will recognize ordinary income equal to the cash, or the fairmarket value of the class A common shares, received as dividend equivalents at the time received by theemployee less any amount paid for the shares, unless such shares are received subject to a substantial risk

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of forfeiture and are not transferable. (If they are subject to a substantial risk of forfeiture, then the taxrules will be similar to those described for restricted share awards, above, without regard to IRCSection 83(b)). Subject to the general rules concerning deductibility of compensation, the U.S. employercompany will be allowed a deduction in the amount and in the year that the employee recognizes asordinary income.

Performance-Based Awards. Any cash payments or the fair market value of any shares or otherproperty an employee receives in connection with other share-based awards or incentive awards areincludable in income in the year received or made available to the employee without substantial limitationsor restrictions. Generally, the U.S. employer company will be entitled to claim a tax deduction for theamount the employee includes in income in the year such payment is made.

Deductibility of Awards. IRC Section 162(m) places an annual $1,000,000 per person limit on thededuction available to a U.S. employer company for compensation paid by the company to certainexecutives. The limit, however, does not apply to ‘‘qualified performance-based compensation.’’ TheCompany believes that awards of stock options, SARs and certain other ‘‘performance-basedcompensation’’ awards under the 2009 Plan will qualify for the performance-based compensation exceptionto the deductibility limit. Other awards, such as restricted share awards, if not subject to an achievement ofa performance goal, may be non-deductible under IRC Section 162(m), depending on the circumstances ofthe employee in the year the award becomes subject to federal income tax.

Deferred Compensation. Any deferrals made under the 2009 Plan, including awards granted underthe plan that are considered to be deferred compensation, must satisfy the requirements of Section 409Aof the IRC to avoid adverse tax consequences to U.S. participants. These requirements include limitationson election timing, no acceleration of payments, and limitations on the timing of distributions. TheCompany intends to structure any deferrals and awards under the 2009 Plan to meet the applicable tax lawrequirements so that U.S. participants are not subject to tax penalties, interest, and unexpected recognitionof income under IRC Section 409A, but there can be no assurance that the IRC Section 409Arequirements will be met in all cases.

Change In Control. Payments or other benefits resulting from awards, including acceleration of theexercisability of options and the lapse of restrictions with respect to restricted shares granted under the2009 Plan, if as a result of ‘‘change in control’’ provisions in award agreements or other arrangements, maybe compensatory payments that, when made to certain defined individuals (such as the Company’s U.S.taxpaying executive officers), may be deemed to be ‘‘parachute payments’’ within the meaning ofSections 280G and 4999 of the IRC. Those tax laws provide that, if parachute payments to an individualequal or exceed three times the individual’s base amount (as described below), the excess of the parachutepayments over the base amount (the ‘‘excess parachute payments’’) will not be deductible by the U.S.employer company and will be subject to a 20% excise tax payable by the individual. In addition, under theemployment agreements with certain of its executives, and under the 2009 Plan (depending on the terms ofa particular award), the Company is obligated to make additional cash payments to ‘‘gross up’’ theexecutives for any such excise tax under Section 4999 so that they will receive the same benefit from theirawards as if such excise tax were not applicable, which gross up payments would also be nondeductible tothe U.S. employer company as excess parachute payments. The 2009 Plan authorizes the Committee toinclude similar ‘‘gross up’’ provisions as a term of awards under the 2009 Plan. As used in Section 280G, anindividual’s base amount is the individual’s average annual taxable compensation over the five yearspreceding the taxable year in which a change in control occurs. It should also be noted that excess

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parachute payments generally reduce the $1,000,000 deduction limitation under Section 162(m) of theIRC.

U.K. Income Tax Matters

The following is a brief summary of the United Kingdom income tax consequences generallyapplicable to awards granted under the 2009 Plan based on U.K. income tax laws and applicable guidancein effect on the date of this proxy statement. This summary is provided for the information of shareholdersconsidering how to vote on this matter, and is not intended to be exhaustive and does not address allmatters that may be relevant to a particular participant based on his or her specific circumstances. Thesummary only considers employees who are resident and ordinarily resident in the U.K.

Stock Options. Options granted under the 2009 Plan will be unapproved stock options and will notqualify as approved stock options under U.K. tax legislation (see next paragraph). Unapproved stockoptions will not be taxable to an employee at grant but generally will result in taxation at exercise when theemployee will recognize ordinary income in the amount by which the fair market value of the class Acommon shares on the exercise date exceeds the option’s exercise price. There is a withholding taxobligation for the U.K. employer company to account for the income tax liability and U.K. employer andemployee National Insurance Contributions (‘‘NIC’’). The U.K. employer company should be entitled toclaim a tax deduction for an amount corresponding to the employee’s ordinary income as a businessexpense in the year the employee recognizes this income. Upon any sale of the option shares after exercise,the employee will realize a capital gain (or loss) to the extent the sale price exceeds (or is less than) theemployee’s tax basis in the shares, which is the fair market value of the shares at the time of exercise. Theemployee may be entitled to claim one or more capital gains tax exemptions and reliefs. The U.K.employer company is not entitled to a tax deduction in connection with any capital gain of an employeeselling option shares.

The Committee may in the future adopt a subplan under the 2009 Plan for the award of stock optionsto employees that is approved by U.K. HM Revenue & Customs (‘‘HMRC’’) under Schedule 4 of the U.K.Income Tax (Earnings and Pensions) Act 2003. Generally speaking, upon exercise of an approved stockoption at least three years after the grant date, the employee would not recognize liability for income tax orNIC at the time of exercise. When the shares are sold, capital gains tax would apply. Among the manyconditions to obtaining HMRC approval of a subplan are that options may be granted only to employeesand full-time directors (not consultants or non-executive directors) and that the maximum value of sharesunder option (determined at the time of award) held by any individual optionee may not exceed £30,000.

Stock Appreciation Rights. There are no immediate tax consequences to an employee when an SARis granted. At the time of exercise, the employee will recognize ordinary income equal to the amount bywhich the fair market value of the class A common shares on the exercise date exceeds the SAR’s grantprice (plus any amount paid at the time of exercise). There is a withholding tax obligation for the U.K.employer company to account for the income tax and NIC liabilities, whether the employee receives cashor shares. Subject to the general rules concerning deductibility of compensation, the U.K. employercompany will be allowed an income tax deduction in the amount that the employee recognizes as ordinaryincome upon the exercise of the SAR. Tax rules regarding capital gains and losses upon a subsequent saleof the shares resulting from exercise are generally the same as for unapproved stock options, discussedabove.

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Restricted Share Awards. The taxation of restricted share awards depends on whether therestrictions on the shares may apply for more than five years. If the restrictions are for less than five years,there is no income tax or NIC liability at the date the class A common shares are acquired. Income tax andNIC liability will usually be charged on the proportion of the value of the restricted shares when therestrictions are lifted, less any amount paid for the shares. If the restrictions are for longer than five years,the value of the restricted shares at the time of acquisition may be discounted because of the restrictions(the ‘‘actual market value’’ of the shares) and the employee will usually be taxed on the amount by whichthe actual market value exceeds the consideration paid by the employee, if any. When restrictions arelifted, income tax and NIC will usually be charged on a proportion of the value of the restricted sharesequal to the discount to the unrestricted market value at acquisition. To the extent the employee receivesdividends on the shares, the employee will account for income tax on the basis that the amount received isa distribution.

It is possible for the employee and U.K. employer company to elect jointly for an alternative taxtreatment if the election is made within 14 days of acquiring the restricted shares. If an election is made,income tax and NIC liability will arise on acquisition of the shares to the extent that no consideration ispaid or consideration is paid which is less than the shares’ market value without regard for any restrictions(the ‘‘unrestricted market value’’ of the shares). Any future increase in the value of the shares afteracquisition is charged to capital gains tax.

Deferred Shares, Bonus Shares and Awards in Lieu of Obligations. An employee will recognizeordinary income equal to the fair market value of the class A common shares at the time the employee hasan unconditional right to receive the shares, less any amount paid for the shares. The U.K. tax regime thatapplies to restricted share awards above applies equally to deferred shares and bonus shares to the extentthe employee acquires shares subject to restrictions. There is a withholding tax obligation for the U.K.employer company to account for the income tax and NIC liabilities. Subject to the rules concerningdeductibility of compensation, the U.K. employer company will be allowed a deduction in the amount thatthe employee recognizes as ordinary income.

Dividend Equivalents. An employee will recognize employment income equal to the cash paid asdividend equivalents at the time received by the employee. To the extent an employee receives class Acommon shares, the U.K. tax regime that applies to restricted share awards above may apply, depending onthe terms of award. There is a withholding tax obligation for the U.K. employer company to account forthe income tax and NIC liabilities. Subject to the general rules concerning deductibility of compensation,the U.K. employer company will be allowed a deduction in the amount and in the year that the employeerecognizes as ordinary income.

Performance Awards. Any cash payments an employee receives in connection with other share-based awards or incentive awards will be recognized as employment income. To the extent an employeereceives class A common shares, the U.K. tax regime that applies to restricted share awards above willapply. There is a withholding tax obligation for the U.K. employer company to account for the income taxand NIC liabilities. Generally, the U.K. employer company will be entitled to claim a tax deduction for theamount the employee includes in income in the year payment is made.

U.K. National Insurance Contributions. Employer and employee NIC will be payable on non-cashitems of remuneration, including class A common shares, if the items are readily convertible into cash. Asa result, the NIC treatment of any non-cash awards (such as shares, other securities and options over

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them) usually follows the income tax treatment. Generally, if the income tax is collectible by withholding,there will also be NIC liabilities.

As a general rule, U.K. employers are not entitled to pass their employer NIC obligation to theemployees concerned. However, for certain NIC charges on employee shares and stock options (and othershare incentives), the employer and the employee may enter into an arrangement under which all or partof the employer NIC liability is either reimbursed by the employee or formally transferred to the employee(by a joint election made by the employer and employee and approved by HMRC). The employer remainsresponsible for reporting the NIC liability and generally for collecting from the employee and remitting toHMRC. It is anticipated that the U.K. employer company will have the right to require U.K. employees tomake an election if it wishes to do so. Employees who reimburse, or elect to assume liability for, anyemployer NIC can claim relief for the amount of employer NIC they bear against their correspondingincome tax liabilities.

Additional Information

The 2009 Plan is an unfunded plan and participants will have no interest in any trust or any right toany investments which the Company may make to it in meeting its obligations under the plan. Participantswill be considered unsecured general creditors of the Company. The 2009 Plan is not subject to anyprovisions of the U.S. Employee Retirement Income Security Act of 1974, as amended, and is not qualifiedunder Section 401(a) of the IRC.

The foregoing is only a summary of certain provisions of the 2009 Plan and is qualified by reference tothe complete text of the 2009 Plan, which is attached as Exhibit A to this proxy statement and shows theproposed amendment of Section 4(a)(i) on page A-5.

PROPOSAL 3—APPOINTMENT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

Deloitte LLP acted as the Company’s independent registered public accounting firm in 2009. TheAudit Committee of the Board of Directors recommends that shareholders approve the appointment ofDeloitte LLP in 2010. In accordance with applicable law, the Company’s shareholders are asked to appointDeloitte LLP as the Company’s independent registered public accounting firm, to hold office until theclose of the next annual general meeting in 2011, and to authorize the Audit Committee of the Board to fixthe accounting firm’s remuneration.

A representative of Deloitte LLP is expected to be present at the 2010 annual general meeting and tohave the opportunity to make a statement if he desires to do so, and to respond to appropriate questionsraised at the meeting.

The following table presents the fees of Deloitte LLP for audit and permitted non-audit services in2009 and 2008:

2009 2008

Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,014,000 $2,551,000Audit-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 434,000 374,000Tax fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 654,000 495,000All other fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,102,000 $3,420,000

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Audit services consist of work performed in connection with the audits of the Company’s financialstatements and its internal control over financial reporting for each fiscal year and in the review offinancial statements included in quarterly reports during the year, as well as work normally done by theindependent registered public accounting firm in connection with statutory and regulatory filings, such asstatutory audits of non-U.S. subsidiaries, and consents and comfort letters for registration statements filedwith the U.S. Securities and Exchange Commission.

Audit-related services consist of assurance and related services that are normally performed by theindependent registered public accounting firm and that are reasonably related to the audit or review offinancial statements but are not reported under audit services, including due diligence reviews in potentialtransactions and audits of benefit plans.

Tax services consist of all services performed by the independent registered public accounting firm’stax personnel, except those services specifically related to the audit or review of financial statements, andinclude tax return preparation and compliance and tax planning and advice.

Other services consist of those services permitted to be provided by the independent registered publicaccounting firm but not included in the other three categories. None were provided in 2009 or 2008.

The Audit Committee of the Company’s Board of Directors has established a policy to pre-approve allaudit and permitted non-audit services provided by the independent registered public accounting firm.Prior to engagement of the accounting firm for the next year’s audit, management and the accounting firmsubmit to the Audit Committee a description of the audit and permitted non-audit services expected to beprovided during that year for each of the four categories of services described above, together with a feeproposal for those services. Prior to the engagement of the independent registered public accounting firm,the Audit Committee considers with management and the accounting firm and approves (or revises) boththe description of audit and permitted non-audit services proposed and the budget for those services. Ifcircumstances arise during the year when it becomes necessary to engage the firm for additional servicesnot contemplated in the original pre-approval, the Audit Committee at its regularly scheduled meetingsrequires separate pre-approval before engaging the independent registered public accounting firm. Toensure prompt handling of unexpected matters, the committee may delegate pre-approval authority to oneor more of its members who report any pre-approval decisions to the committee at its next scheduledmeeting. For 2009 and 2008, all of the audit and permitted non-audit services described above werepre-approved under the policy.

SHAREHOLDING INFORMATION

Class A and Class B Common Shares

The following table contains information concerning the only persons known to the Company to bethe beneficial owners of more than five percent of the outstanding class A common shares or class Bcommon shares of the Company.

Orient-Express Holdings 1 Ltd. (‘‘Holdings’’) listed in the table below is a wholly-owned subsidiary ofthe Company, owns all of the outstanding 18,044,478 class B common shares in the Company, and has solevoting and dispositive power over these shares. Under Bermuda law, the shares owned by Holdings areoutstanding and may be voted. See ‘‘Certain Legal Proceedings’’ below regarding a petition filed in theBermuda Supreme Court in January 2009 by certain class A shareholders of the Company challenging this

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structure. Each class B common share is convertible at any time at the holder’s option into one class Acommon share of the Company and, therefore, the number of shares shown below would also representthe number of class A common shares into which the class B common shares are convertible.

Voting and dispositive power with respect to the class B common shares owned by Holdings isexercised by its Board of Directors, who are Ms. Leith, Mr. Campbell and two other persons who are notdirectors or officers of the Company. Each of these persons may be deemed to share beneficial ownershipof the class B common shares owned by Holdings for which he or she serves as a director, as well as theclass A common shares into which those class B common shares are convertible, but is not shown in thetable below.

No. ofClass A Percent of Percent of

and Class B Class A Class BName and Address Shares Shares(1) Shares

Orient-Express Holdings 1 Ltd . . . . . . . . . . . . . . . . 18,044,478 16.6% 100.0%22 Victoria StreetHamilton HM 12Bermuda

Cohen & Steers Inc. et al.(2) . . . . . . . . . . . . . . . . . 7,318,915(6) 8.1% —280 Park Avenue, 10th FloorNew York, New York 10017

The Indian Hotels Co. Ltd. andSamsara Properties Ltd.(3) . . . . . . . . . . . . . . . . . 7,130,764(6) 7.9% —Mandlik House, Mandlik RoadMumbai 400 001, India

T. Rowe Price Associates Inc.(4) . . . . . . . . . . . . . . . 7,090,200(6) 7.8% —100 E. Pratt StreetBaltimore, Maryland 21202

D.E. Shaw Valence Portfolios LLC,D.E. Shaw Oculus Portfolios LLCand CR Intrinsic Investments LLC(5) . . . . . . . . . . 6,053,678(6) 6.7% —

(1) The percentage of class A common shares shown is based on 90,797,225 class A shares outstanding onApril 15, 2010, plus the class A shares issuable upon conversion of the class B common sharesbeneficially owned by that person, if any.

(2) The information with respect to Cohen & Steers Inc. (‘‘Cohen & Steers’’) relates only to class Ashares and is derived form the joint Schedule 13G report as of February 12, 2010 and filed with theU.S. Securities and Exchange Commission (‘‘SEC’) on that date. The report states that (a) Cohen &Steers is a holding company owning Cohen & Steers Capital Management Inc. (‘‘C&S Capital’’), aregistered investment adviser, (b) Cohen & Steers and C&S Capital own Cohen & SteersEurope S.A., a registered investment adviser, (c) Cohen & Steers has sole voting power with respectto 5,545,146 class A shares and sole dispositive power with respect to 7,318,915 class A shares,(d) C&S Capital has sole voting power with respect to 5,471,487 class A shares and sole dispositivepower with respect to 7,162,703 class A shares and (e) C&S Europe has sole voting power with respectto 73,659 class A shares and sole dispositive power with respect to 156,212 class A shares.

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(3) The information with respect to The Indian Hotels Co. Ltd. (‘‘Indian Hotels’’) and its subsidiarySamsara Properties Ltd. relates only to class A shares and is derived from their joint Schedule 13Dreport as amended as of May 1, 2009 and filed with the SEC on that date. The report states that thesecompanies have shared voting and dispositive power with respect to 7,130,764 class A shares.

(4) The information with respect to T. Rowe Price Associates Inc. (‘‘T. Rowe Price’’) relates only toclass A shares and is derived from its Schedule 13G report amended as of February 12, 2010 and filedwith the SEC on that date. The report states that (a) T. Rowe Price is a registered investment adviserand (b) it has sole voting power with respect to 1,897,500 class A shares and sole dispositive powerwith respect to 7,090,200 class A shares.

(5) As a result of an agreement dated June 2, 2008 among D.E. Shaw Valence Portfolios LLC(‘‘Valence’’), D.E. Shaw Oculus Portfolios LLC (‘‘Oculus’’) and CR Intrinsic Investments LLC (‘‘CRIntrinsic’’), the D.E. Shaw entities and the CR Intrinsic entities described in the following twoparagraphs of this note (5) may be deemed to constitute a ‘‘group’’ within the meaning ofRule 13d-5(b) under the U.S. Securities Exchange Act of 1934, as amended, and this group may bedeemed to own beneficially an aggregate of 6,053,678 class A shares. All of the parties to thatagreement and their affiliates expressly disclaimed beneficial ownership of securities held by any otherparty, other than to the extent of such party’s pecuniary interest therein or the various accounts undersuch party’s management and control.

The information with respect to Valence and Oculus relates only to class A shares and is derived fromthe joint Schedule 13D report as amended as of January 20, 2010 and filed with the SEC onJanuary 21, 2010 by Valence, Oculus, D.E. Shaw & Co. LLC (‘‘DESCO LLC’’), D.E. Shaw & Co. LP(‘‘DESCO LP’’) and David E. Shaw. The report states that (a) Mr. Shaw is President and soleshareholder of D.E. Shaw & Co. Inc. which is the general partner of DESCO LP which in turn is themanaging member and investment adviser of Valence and the investment adviser of Oculus and D.E.Shaw Synoptic Portfolios 2 LLC (‘‘Synoptic’’), (b) Mr. Shaw is President and sole shareholder of D.E.Shaw & Co. II Inc. which is the managing member of DESCO LLC which in turn is the managingmember of Oculus and Synoptic, (c) DESCO LP and Mr. Shaw have shared voting and dispositivepower with respect to 3,218,678 class A shares, (d) Valence has shared voting and dispositive powerwith respect to 2,273,300 class A shares, (e) Oculus has shared voting and dispositive power withrespect to 945,344 class A shares, (f) DESCO LLC has shared voting and dispositive power withrespect to 945,378 class A shares which are comprised of the Oculus shares and 34 class A sharesbeneficially owned by Synoptic and (g) the address of Valence, Oculus and the other D.E. Shawentities is 120 West 45th Street, Tower 45, 39th Floor, New York, New York 10036.

The information with respect to CR Intrinsic relates only to class A shares and is derived from thejoint Schedule 13D report as amended as of January 20, 2010 and filed with the SEC on that date byCR Intrinsic, CR Intrinsic Investors LLC (‘‘CR Intrinsic Investors’’) and Steven A. Cohen. The reportstates that (a) Mr. Cohen controls CR Intrinsic Investors, (b) CR Intrinsic Investors has an investmentmanagement agreement with CR Intrinsic and holds all investment and voting power with respect tosecurities held by CR Intrinsic, (c) CR Intrinsic, CR Intrinsic Investors and Mr. Cohen have sharedvoting and dispositive power with respect to 2,835,000 class A shares and (d) the address of CRIntrinsic and the other CR Intrinsic entities is 72 Cummings Point Road, Stamford, Connecticut06902.

(6) Class A shares only.

27

Directors and Executive Officers

The following table contains information concerning the beneficial ownership as of April 15, 2010 ofclass A common shares of the Company by each director and executive officer of the Company, and by alldirectors and executive officers of the Company as a group. Each person has sole voting and dispositivepower with respect to his or her shares except Mr. Campbell who shares voting and dispositive power withrespect to all his shares, Mr. Lovejoy who shares dispositive power with respect to 4,200 class A commonshares, and Mr. Sherwood who shares voting and dispositive power with respect to 10,300 class A commonshares. Each individual’s holding is less than one percent of the class A common shares outstanding. Thegroup total includes 200,850 class A common shares covered by stock options currently exercisable orbecoming exercisable before June 30, 2010 held by directors and executive officers under the Company’s2000 and 2004 Stock Option Plans which, together with the other shares owned by directors and executiveofficers, represents less than one percent of the class A common shares outstanding.

Ms. Leith and Mr. Campbell are directors of Holdings, but the shares owned by Holdings shown in thetable immediately above are not included in the following table.

Number ofName class A shares

Filip J.M. Boyen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,700John D. Campbell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000Roger V. Collins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,074Phillip A. Gesue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Edwin S. Hetherington . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000Mitchell C Hochberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —James B. Hurlock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,259Pippa Isbell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000Prudence M. Leith. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,250J. Robert Lovejoy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,200Martin O’Grady . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Georg R. Rafael . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,500Maurizio Saccani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —James B. Sherwood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 545,295Paul M. White . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,584David C. Williams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000All directors and executive officers as a group (16 persons), including 200,850 exercisable

stock option shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 894,712

The foregoing table does not include options to purchase an aggregate of 1,005,200 class A sharesbecoming exercisable after June 30, 2010 held by directors and executive officers under the Company’s2000 and 2004 Stock Option Plans and 2009 Share Award and Incentive Plan, and does not includecurrently unvested awards of deferred share covering an aggregate of up to 461,329 class A shares vestingafter June 30, 2010 held by directors and executive officers under the Company’s 2007 Performance SharePlan and 2009 Share Award and Incentive Plan.

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Certain Legal Proceedings

On January 12, 2009, D.E. Shaw Oculus Portfolios LLC, D.E. Shaw Valence Portfolios LLC and CRIntrinsic Investments LLC (beneficial owners of 6.7% of the Company’s class A common shares) filed apetition in the Supreme Court of Bermuda. The petition alleges, among other things, (i) that the Companyhas acted unlawfully by holding and voting, directly or indirectly, its own shares, (ii) that the Company’sBoard of Directors has exercised its fiduciary powers for an improper purpose with respect to the holdingand voting of class B common shares of the Company, (iii) that the Company’s Board of Directors hasbreached its fiduciary duties to the Company and failed to act in good faith and in the best interests of theCompany and (iv) that the Company’s affairs have been conducted in a manner oppressive or prejudicial tothe interests of the holders of the class A common shares of the Company.

The named respondents in the petition are (i) the Company, (ii) Holdings and (iii) the individualmembers of the Company’s Board of Directors (other than Mr. Hochberg).

The petition does not seek damages but seeks, among other relief, (i) a declaration that it is unlawfulfor the Company, directly or indirectly, to hold or vote the class B common shares, (ii) a declaration thatthe Board of Directors acted for an improper purpose by holding or voting the class B common shares,(iii) an amendment to the Bye-Laws of the Company that would have the effect of treating the class Bcommon shares as treasury shares with no voting rights, (iv) an order requiring the cancellation of all of theclass B common shares, (v) an order restraining Holdings from exercising its voting rights in respect of theclass B common shares and (vi) an order authorizing the petitioners to bring proceedings in the name ofthe Company to have the class B common shares cancelled and/or to prevent Holdings from exercisingvoting rights in respect of the class B common shares.

The respondents filed points of defence to the petition on May 11, 2009. After the petitioners filedpoints of reply on June 11, 2009 to the points of defence, the petitioners and the respondents filed with theCourt on July 10 and 17, 2009 separate summonses seeking, among other matters, a trial on preliminaryissues relating to the legality of the holding of class B common shares in the Company by Holdings. Therespondents also filed a summons seeking to strike out (dismiss) the petition. A hearing before the Courtwas held on September 16, 2009 at which a further hearing on the substance of the summonses wasscheduled in late April 2010.

The Company believes that the petition is without merit and intends to defend the action vigorously.The petition does not seek damages and any remedial action against the Company would likely be limitedto compliance, if ordered, with the declaratory and injunctive relief sought. The corporate governancestructure of the Company, with dual class A and class B common shares and ownership of the class Bshares by Holdings, has been analyzed by legal counsel, and the Company’s Board of Directors andmanagement believe that the structure is valid under Bermuda law. It enables the Company to oppose anyproposals that are contrary to the best interests of the Company and its shareholders, including coercive orunfair offers to acquire the Company, and thus preserve the value of the Company for all shareholders.This corporate governance structure has been in place since the Company’s initial public offering in 2000,and has been consistently described in the Company’s public filings and disclosed to investors consideringbuying the Company’s class A common shares.

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OTHER MATTERS

Proxies are being solicited herein by and on behalf of the Board of Directors. The cost of solicitingproxies (including a fee of $7,500 to be paid to MacKenzie Partners Inc. as proxy solicitor) will be borne bythe Company.

The Company is incorporated in the Islands of Bermuda and is a ‘‘foreign private issuer’’ within themeaning of the rules of the U.S. Securities Exchange Commission (‘‘SEC’’). As such, the Company isexempt from the SEC’s rules relating to the disclosure and procedural requirements for proxy solicitations.For example, under ‘‘Proposal 1—Election of Directors—Executive Compensation’’ above, the Companyis providing executive compensation disclosure in accordance with Item 402(a)(1) of the SEC’sRegulation S-K. In addition, directors, officers and ten percent shareholders of the Company are exemptfrom the reporting and ‘‘short-swing profits’’ liability provisions in Section 16 of the U.S. SecuritiesExchange Act of 1934, as amended. The Company has elected to file annual and periodic reports with theSEC on forms applicable to United States domestic issuers (Forms 10-K, 10-Q and 8-K, including thecertifications required by Item 601(b)(31) of Regulation S-K) although it is eligible to file such reports onother forms available to foreign private issuers.

By order of the Board of Directors,PAUL M. WHITE

President and Chief Executive Officer

April 16, 2010

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EXHIBIT A

ORIENT-EXPRESS HOTELS LTD.

2009 SHARE AWARD AND INCENTIVE PLAN*

Page

1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2

3. Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4

4. Shares Subject to Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5

5. Eligibility; Per-Person Award Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5

6. Specific Terms of Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6

7. Performance Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10

8. Certain Provisions Applicable to Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10

9. Additional Award Forfeiture Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11

10. Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11

11. General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12

Appendix A Participants Subject to U.S. Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17

* This Exhibit A version of the 2009 Share Award and Incentive Plan has been marked on page A-5 toshow the proposed increase by 4,000,000 in the number of class A common shares authorized forissuance under Section 4(a)(i) of the plan.

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ORIENT-EXPRESS HOTELS LTD.

2009 SHARE AWARD AND INCENTIVE PLAN

1. Purpose. The purpose of this 2009 Share Award and Incentive Plan (the ‘‘Plan’’) is to aidOrient-Express Hotels Ltd., a Bermuda company (together with its successors and assigns, the‘‘Company’’), in attracting, retaining, motivating and rewarding employees, non-employee directors servingon the Board of Directors of the Company or any of its subsidiaries or affiliates, and other serviceproviders of the Company or its subsidiaries or affiliates, strengthening the Company’s capability todevelop, maintain and direct a competent management team, to provide for equitable and competitivecompensation opportunities, to recognize individual contributions and reward achievement of Companygoals, and to promote the creation of long-term value for shareholders by closely aligning the interests ofParticipants with those of shareholders. The Plan authorizes share-based and cash-based incentives forParticipants.

2. Definitions. In addition to the terms defined in Section 1 above and elsewhere in the Plan, thefollowing capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) ‘‘Annual Incentive Award’’ means a type of Performance Award granted to a Participant underSection 7 representing a conditional right to receive cash, Shares or other Awards or payments, asdetermined by the Committee, based on performance in a performance period of one fiscal year or aportion thereof.

(b) ‘‘Annual Limit’’ shall have the meaning specified in Section 5(b).

(c) ‘‘Award’’ means any Option, SAR, Restricted Shares, Deferred Shares, Shares granted as a bonusor in lieu of another award, Dividend Equivalent, Other Share-Based Award, or Performance Award orAnnual Incentive Award, together with any related right or interest, granted to a Participant under thePlan.

(d) ‘‘Beneficiary’’ means the legal representatives of the Participant’s estate entitled by will or thelaws of descent and distribution to receive the benefits under a Participant’s Award upon a Participant’sdeath, provided that, if and to the extent authorized by the Committee, a Participant may be permitted todesignate a Beneficiary, in which case the ‘‘Beneficiary’’ instead will be the person, persons, trust or trusts(if any are then surviving) which have been designated by the Participant in his or her most recent writtenand duly filed beneficiary designation to receive the benefits specified under the Participant’s Award uponsuch Participant’s death.

(e) ‘‘Board’’ means the Company’s Board of Directors.

(f) ‘‘Change in Control’’ shall have the meaning specified in Section 10.

(g) ‘‘Code’’ means the United States Internal Revenue Code of 1986, as amended. References to anyprovision of the Code or regulation thereunder shall include any successor provisions and regulations, andreference to regulations includes any applicable guidance or pronouncement of the Department of theTreasury and Internal Revenue Service.

(h) ‘‘Committee’’ means the Compensation Committee of the Board (or a designated successor tosuch committee), the composition and governance of which is established in the Committee’s Charter asapproved from time to time by the Board and subject to other corporate governance documents of the

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Company. No action of the Committee shall be void or deemed to be without authority due to the failureof any member, at the time the action was taken, to meet any qualification standard set forth in theCommittee Charter or this Plan. The full Board may perform any function of the Committee hereunder(except to the extent limited under applicable New York Stock Exchange rules), in which case the term‘‘Committee’’ shall refer to the Board.

(i) ‘‘Covered Employee’’ has the meaning given to such term under Code Section 162(m)(3) andapplicable regulations thereunder.

(j) ‘‘Deferred Shares’’ means a right, granted under this Plan, to receive Shares or other Awards or acombination thereof at the end of a specified deferral period.

(k) ‘‘Dividend Equivalent’’ means a right, granted under this Plan, to receive cash, Shares, otherAwards or other property equal in value to all or a specified portion of the dividends paid with respect to aspecified number of Shares.

(l) ‘‘Effective Date’’ means the effective date specified in Section 11(o).

(m) ‘‘Eligible Person’’ has the meaning specified in Section 5.

(n) ‘‘Exchange Act’’ means the United States Securities Exchange Act of 1934, as amended.References to any provision of the Exchange Act or rule (including a proposed rule) thereunder shallinclude any successor provisions and rules.

(o) ‘‘Fair Market Value’’ means the fair market value of Shares, Awards or other property asdetermined in good faith by the Committee or under procedures established by the Committee. Unlessotherwise determined by the Committee, the Fair Market Value of Shares on a given day shall be, asspecified by the Committee, the closing price of the Shares on the date on which it is to be valuedhereunder as reported for New York Stock Exchange—Composite Transactions. Fair Market Valuerelating to the exercise price or base price of any Non-409A Option or SAR and relating to the marketvalue of Shares measured at the time of exercise shall conform to requirements under Code Section 409A.

(p) ‘‘409A Awards’’ means Awards that constitute a deferral of compensation under CodeSection 409A and regulations thereunder. ‘‘Non-409A Awards’’ means Awards other than 409A Awards.Although the Committee retains authority under the Plan to grant Options, SARs and Restricted Shareson terms that will qualify those Awards as 409A Awards, Options, SARs, and Restricted Shares areintended to be Non-409A Awards unless otherwise expressly specified by the Committee.

(q) ‘‘Incentive Stock Option’’ or ‘‘ISO’’ means any Option designated as an incentive stock optionwithin the meaning of Code Section 422 and qualifying thereunder.

(r) ‘‘Option’’ means a right to purchase Shares granted under Section 6(b).

(s) ‘‘Other Share-Based Awards’’ means Awards granted to a Participant under Section 6(h).

(t) ‘‘Participant’’ means a person who has been granted an Award under the Plan which remainsoutstanding, including a person who is no longer an Eligible Person.

(u) ‘‘Performance Award’’ means a conditional right, granted to a Participant under Sections 6(i) or7, to receive cash, Shares or other Awards or payments.

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(v) ‘‘Preexisting Plans’’ means the 2000 Stock Option Plan, 2004 Stock Option Plan and the 2007Performance Share Plan, as the same may be amended to the Effective Date.

(w) ‘‘Restricted Shares’’ means Shares granted under this Plan which is subject to certain restrictionsand to a risk of forfeiture.

(x) ‘‘Shares’’ means the Company’s class A common shares, $0.01 par value each, and any otherequity securities of the Company that may be substituted or resubstituted for Shares pursuant toSection 11(c).

(y) ‘‘Stock Appreciation Rights’’ or ‘‘SAR’’ means a right granted to a Participant under Section 6(c).

3. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee, which shall havefull and final authority, in each case subject to and consistent with the provisions of the Plan, to selectEligible Persons to become Participants; to grant Awards; to determine the type and number of Awards,the dates on which Awards may be exercised and on which the risk of forfeiture or deferral period relatingto Awards shall lapse or terminate, the acceleration of any such dates (including upon a Change inControl), the expiration date of any Award, whether, to what extent, and under what circumstances anAward may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards, orother property, and other terms and conditions of, and all other matters relating to, Awards; to prescribedocuments evidencing or setting terms of Awards (such Award documents need not be identical for eachParticipant or each Award), amendments thereto, and rules and regulations for the administration of thePlan and amendments thereto; to construe and interpret the Plan and Award documents and correctdefects, supply omissions or reconcile inconsistencies therein; and to make all other decisions anddeterminations as the Committee may deem necessary or advisable for the administration of the Plan.Decisions of the Committee with respect to the administration and interpretation of the Plan shall be final,conclusive, and binding upon all persons interested in the Plan, including Participants, Beneficiaries,transferees under Section 11(b) and other persons claiming rights from or through a Participant, andshareholders.

(b) Manner of Exercise of Committee Authority. The express grant of any specific power to theCommittee, and the taking of any action by the Committee, shall not be construed as limiting any power orauthority of the Committee. The Committee may act through subcommittees, including for purposes ofqualifying Awards under Code Section 162(m) as performance-based compensation, in which case thesubcommittee shall be subject to and have authority under the charter applicable to the Committee, andthe acts of the subcommittee shall be deemed to be acts of the Committee hereunder. The Committee maydelegate to officers or managers of the Company or any subsidiary or affiliate, or committees thereof, theauthority, subject to such terms as the Committee shall determine, to perform such functions, includingadministrative functions, as the Committee may determine, to the extent that such delegation (i) will notcause Awards intended to qualify as ‘‘performance-based compensation’’ under Code Section 162(m) tofail to so qualify and (ii) is permitted under applicable provisions of the laws of the Islands of Bermuda.

(c) Limitation of Liability. The Committee and each member thereof, and any person actingpursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon anyreport or other information furnished by any executive officer, other officer or employee of the Companyor a subsidiary or affiliate, the Company’s independent auditors, consultants or any other agents assisting

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in the administration of the Plan. Members of the Committee, any person acting pursuant to authoritydelegated by the Committee, and any officer or employee of the Company or a subsidiary or affiliate actingat the direction or on behalf of the Committee or a delegee shall not be personally liable for any action ordetermination taken or made in good faith with respect to the Plan, and shall, to the extent permitted bylaw, be fully indemnified and protected by the Company with respect to any such action or determination.

4. Shares Subject To Plan.

(a) Overall Number of Shares Available for Delivery. The total number of Shares reserved andavailable for delivery in connection with Awards under the Plan shall be (i) 1,000,000 5,000,000 Shares,plus (ii) the number of shares that, immediately prior to the Effective Date, remain available for newawards under the Preexisting Plans plus (iii) the number of shares subject to awards under the PreexistingPlans which become available in accordance with Section 4(b) after the Effective Date; provided, however,that the total number of Shares with respect to which ISOs may be granted shall not exceed the numberspecified under clause (i) above. Any Shares delivered under the Plan shall consist of authorized andunissued shares or treasury shares.

(b) Share Counting Rules. The Committee may adopt reasonable counting procedures to ensureappropriate counting, avoid double counting (as, for example, in the case of tandem or substitute Awards)and make adjustments in accordance with this Section 4(b). Shares shall be counted against those reservedto the extent such Shares have been delivered and are no longer subject to a risk of forfeiture. Accordingly,(i) to the extent that an Award under the Plan or an award under the Preexisting Plans, in whole or in part,is canceled, expired, forfeited, settled in cash, settled by delivery of fewer Shares than the numberunderlying the Award or award, or otherwise terminated without delivery of Shares to the participant, theShares retained by or returned to the Company will not be deemed to have been delivered under the Plan;and (ii) Shares that are withheld from such an Award or award or separately surrendered by theparticipant in payment of the exercise price or taxes relating to such an Award or award shall be deemed toconstitute Shares not delivered and will be available under the Plan. The Committee may determine thatAwards may be outstanding that relate to more Shares than the aggregate remaining available under thePlan so long as Awards will not in fact result in delivery and vesting of Shares in excess of the number thenavailable under the Plan. In addition, in the case of any Award granted in assumption of or in substitutionfor an award of a company or business acquired by the Company or a subsidiary or affiliate or with whichthe Company or a subsidiary or affiliate combines, Shares delivered or deliverable in connection with suchassumed or substitute Award shall not be counted against the number of Shares reserved under the Plan.

5. Eligibility; Per-Person Award Limitations.

(a) Eligibility. Awards may be granted under the Plan only to Eligible Persons. For purposes of thePlan, an ‘‘Eligible Person’’ means (i) an employee of the Company or any subsidiary or affiliate, includingany executive officer or employee director of the Company or a subsidiary or affiliate, (ii) any person whohas been offered employment by the Company or a subsidiary or affiliate, provided that such prospectiveemployee may not receive any payment or exercise any right relating to an Award until such person hascommenced employment with the Company or a subsidiary or affiliate, (iii) any non-employee director ofthe Company or any subsidiary or affiliate, and (iv) any person who provides substantial services to theCompany or a subsidiary or affiliate. An employee on leave of absence may be considered as still in theemploy of the Company or a subsidiary or affiliate for purposes of eligibility for participation in the Plan.For purposes of the Plan, a joint venture in which the Company or a subsidiary has a substantial direct or

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indirect equity investment shall be deemed an affiliate, if so determined by the Committee. Holders ofawards granted by a company or business acquired by the Company or a subsidiary or affiliate, or withwhich the Company or a subsidiary or affiliate combines, are eligible for grants of substitute Awardsgranted in connection with such acquisition or combination transaction in assumption of or in substitutionfor such outstanding awards previously granted.

(b) Per-Person Award Limitations. Except as otherwise provided in an Appendix hereto, theCommittee may establish a maximum Annual Limit of shares that any Eligible Person may be awarded inany calendar year.

6. Specific Terms Of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. Inaddition, the Committee may impose on any Award or the exercise thereof, at the date of grant orthereafter (subject to Sections 11(e) and Appendix A), such additional terms and conditions, notinconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiringforfeiture of Awards in the event of termination of employment or service by the Participant and termspermitting a Participant to make elections relating to his or her Award. The Committee shall retain fullpower and discretion with respect to any term or condition of an Award that is not mandatory under thePlan, subject to Appendix A and the terms of the Award agreement. The Committee may require paymentof consideration for an Award except as limited by the Plan.

(b) Options. The Committee is authorized to grant Options to Participants on the following termsand conditions:

(i) Exercise Price. The exercise price per Share purchasable under an Option (including both ISOsand non-qualified Options) shall be determined by the Committee, provided that such exerciseprice shall be not less than the Fair Market Value of a Share on the date of grant of such Option,subject to Section 8(a). Notwithstanding the foregoing, any substitute Award granted inassumption of or in substitution for an outstanding award granted by a company or businessacquired by the Company or a subsidiary or affiliate, or with which the Company or a subsidiaryor affiliate combines may be granted with an exercise price per Share other than as requiredabove. No adjustment will be made for a dividend or other right for which the record date is priorto the date on which the Shares are issued, except as provided in Section 11(c) of the Plan.

(ii) Option Term; Time and Method of Exercise. The Committee shall determine the term of eachOption, provided that in no event shall the term of any Option exceed a period of ten years fromthe date of grant. The Committee shall determine the time or times at which or the circumstancesunder which an Option may be exercised in whole or in part (including based on achievement ofperformance goals and/or future service requirements), the methods by which such exercise pricemay be paid or deemed to be paid and the form of such payment (subject to Appendix A),including, without limitation, cash, Shares (including by withholding Shares deliverable uponexercise), other Awards or awards granted under other plans of the Company or any subsidiary oraffiliate, or other property (including through broker-assisted ‘‘cashless exercise’’ arrangements,to the extent permitted by applicable law), and the methods by or forms in which Shares will bedelivered or deemed to be delivered in satisfaction of exercised Options to Participants(including, in the case of 409A Awards, deferred delivery of Shares subject to the Option, asmandated by the Committee, with such deferred Shares subject to any vesting, forfeiture or otherterms as the Committee may specify).

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(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with theprovisions of Code Section 422.

(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on thefollowing terms and conditions:

(i) Right to Payment. An SAR shall confer on the Participant to whom it is granted a right toreceive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the dateof exercise over (B) the grant price of the SAR as determined by the Committee but which in anyevent shall be not less than the Fair Market Value of a Share on the date of grant of the SAR,subject to Section 8(a).

(ii) Other Terms. The Committee shall determine the term of each SAR, provided that in no eventshall the term of an SAR exceed a period of ten years from the date of grant. The Committeeshall determine at the date of grant or thereafter, the time or times at which and thecircumstances under which an SAR may be exercised in whole or in part (including based onachievement of performance goals and/or future service requirements), the method of exercise,method of settlement, form of consideration payable in settlement, method by or forms in whichShares will be delivered or deemed to be delivered to Participants, whether or not an SAR shallbe free-standing or in tandem or combination with any other Award, and whether or not the SARwill be a 409A Award or Non-409A Award. Limited SARs that may only be exercised inconnection with a Change in Control or termination of service following a Change in Control asspecified by the Committee may be granted on such terms, not inconsistent with this Section 6(c),as the Committee may determine. The Committee may require that an outstanding Option beexchanged for an SAR exercisable for Shares having vesting, expiration, and other termssubstantially the same as the Option, so long as such exchange will not result in additionalaccounting expense to the Company.

(iii) Purchase Price. The Participants must pay to the Company a purchase price of $.01 per SARreceived at the time of exercise of an SAR, representing the par value of each Share.

(d) Restricted Shares. The Committee is authorized to grant Restricted Shares to Participants on thefollowing terms and conditions:

(i) Grant and Restrictions. Restricted Shares shall be subject to such restrictions on transferability,risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictionsmay lapse separately or in combination at such times, under such circumstances (including basedon achievement of performance goals and/or future service requirements), in such installments orotherwise and under such other circumstances as the Committee may determine at the date ofgrant or thereafter. Except to the extent restricted under the terms of the Plan and any Awarddocument relating to the Restricted Shares, a Participant granted Restricted Shares shall have allof the rights of a shareholder, including the right to vote the Restricted Shares and the right toreceive dividends thereon (subject to any mandatory reinvestment or other requirement imposedby the Committee).

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination ofemployment or service during the applicable restriction period, Restricted Shares that are at thattime subject to restrictions shall be forfeited and reacquired by the Company; provided that the

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Committee may provide, by rule or regulation or in any Award document, or may determine inany individual case, that restrictions or forfeiture conditions relating to Restricted Shares willlapse in whole or in part, including in the event of terminations resulting from specified causes.

(iii) Certificates for Shares. Restricted Shares granted under the Plan may be evidenced in suchmanner as the Committee shall determine. If certificates representing Restricted Shares areregistered in the name of the Participant, the Committee may require that such certificates bearan appropriate legend referring to the terms, conditions and restrictions applicable to suchRestricted Shares, that the Company retain physical possession of the certificates, and that theParticipant deliver a stock power to the Company, endorsed in blank, relating to the RestrictedShares.

(iv) Dividends and Splits. As a condition to the grant of an Award of Restricted Shares, theCommittee may require that any dividends paid on a Restricted Shares shall be either (A) paidwith respect to such Restricted Shares at the dividend payment date in cash, in kind, or in anumber of unrestricted Shares having a Fair Market Value equal to the amount of such dividends,or (B) automatically reinvested in additional Restricted Shares or held in kind, which shall besubject to the same terms as applied to the original Restricted Shares to which it relates, or(C) deferred as to payment, either as a cash deferral or with the amount or value thereofautomatically deemed reinvested in Deferred Shares, other Awards or other investment vehicles,subject to such terms as the Committee shall determine or permit a Participant to elect. Unlessotherwise determined by the Committee, Shares distributed in connection with a Share split orShare dividend, and other property distributed as a dividend, shall be subject to restrictions and arisk of forfeiture to the same extent as the Restricted Shares with respect to which such Shares orother property has been distributed.

(v) Purchase Price. The Participants must pay to the Company a purchase price of $.01 perRestricted Share at the time of the granting of the Award, representing the par value of eachRestricted Share.

(e) Deferred Shares. The Committee is authorized to grant Deferred Shares to Participants, subjectto the following terms and conditions:

(i) Award and Restrictions. Issuance of Shares will occur upon expiration of the deferral periodspecified for an Award of Deferred Shares by the Committee (or, if permitted by the Committee,as elected by the Participant). In addition, Deferred Shares shall be subject to such restrictions ontransferability, risk of forfeiture and other restrictions, if any, as the Committee may impose,which restrictions may lapse at the expiration of the deferral period or at earlier specified times(including based on achievement of performance goals and/or future service requirements),separately or in combination, in installments or otherwise, and under such other circumstances asthe Committee may determine at the date of grant or thereafter. Deferred Shares may besatisfied by delivery of Shares, other Awards, or a combination thereof (subject to Appendix A),as determined by the Committee at the date of grant or thereafter.

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination ofemployment or service during the applicable deferral period or portion thereof to whichforfeiture conditions apply (as provided in the Award document evidencing the Deferred Shares),all Deferred Shares that are at that time subject to such forfeiture conditions shall be forfeited;

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provided that the Committee may provide, by rule or regulation or in any Award document, ormay determine in any individual case, that restrictions or forfeiture conditions relating toDeferred Shares will lapse in whole or in part, including in the event of terminations resultingfrom specified causes. Deferred Shares subject to a risk of forfeiture may be called ‘‘restrictedshare units’’ or otherwise designated by the Committee.

(iii) Dividend Equivalents. Unless otherwise determined by the Committee, Dividend Equivalentson the specified number of Shares covered by an Award of Deferred Shares shall be either(A) paid with respect to such Deferred Shares at the dividend payment date in cash or inunrestricted Shares having a Fair Market Value equal to the amount of such dividends, or(B) deferred with respect to such Deferred Shares, either as a cash deferral or with the amount orvalue thereof automatically deemed reinvested in additional Deferred Shares, other Awards orother investment vehicles having a Fair Market Value equal to the amount of such dividends, asthe Committee shall determine or permit a Participant to elect.

(iv) Purchase Price. The Participants must pay to the Company a purchase price of $.01 perDeferred Share at the time of the granting of the Award, representing the par value of eachDeferred Share.

(f) Bonus Shares and Awards in Lieu of Obligations. The Committee is authorized to grant toParticipants Shares as a bonus, or to grant Shares or other Awards in lieu of obligations of the Company ora subsidiary or affiliate to pay cash or deliver other property under the Plan or under other plans orcompensatory arrangements, subject to such terms as shall be determined by the Committee. TheParticipants must pay to the Company a purchase price of $.01 per Share at the time of the granting of theAward, representing the par value of each Share.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to aParticipant, which may be awarded on a free-standing basis or in connection with another Award. TheCommittee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall bedeemed to have been reinvested in additional Shares, Awards, or other investment vehicles, and subject torestrictions on transferability, risks of forfeiture and such other terms as the Committee may specify.

(h) Other Share-Based Awards. The Committee is authorized, subject to limitations under applicablelaw, to grant to Participants such other Awards that may be denominated or payable in, valued in whole orin part by reference to, or otherwise based on, or related to, Shares or factors that may influence the valueof Shares, including, without limitation, convertible or exchangeable debt securities, other rightsconvertible or exchangeable into Shares, purchase rights for Shares, Awards with value and paymentcontingent upon performance of the Company or business units thereof or any other factors designated bythe Committee, and Awards valued by reference to the book value of Shares or the value of securities of orthe performance of specified subsidiaries or affiliates or other business units. The Committee shalldetermine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the natureof a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for atsuch times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards,notes, or other property, as the Committee shall determine. Cash awards, as an element of or supplementto any other Award under the Plan, may also be granted pursuant to this Section 6(h).

(i) Performance Awards. Performance Awards, denominated in cash or in Shares or other Awards,may be granted by the Committee in accordance with Section 7. A Performance Award denominated in

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Shares shall constitute an Award authorized under Sections 6(b)—6(h) to which performance conditionshave been attached under Section 7.

7. Performance Awards. Performance Awards may be denominated as a cash amount, number ofShares, or specified number of other Awards (or a combination) which may be earned upon achievementor satisfaction of performance conditions specified by the Committee. In addition, the Committee mayspecify that any other Award shall constitute a Performance Award by conditioning the right of aParticipant to exercise the Award or have it settled, and the timing thereof, upon achievement orsatisfaction of such performance conditions as may be specified by the Committee. The Committee mayuse such business criteria and other measures of performance as it may deem appropriate in establishingany performance conditions, and may exercise its discretion to reduce or increase the amounts payableunder any Award subject to performance conditions, except as limited under Appendix A in the case of aPerformance Award intended to qualify as ‘‘performance-based compensation’’ under CodeSection 162(m).

8. Certain Provisions Applicable To Awards.

(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, inthe discretion of the Committee, be granted either alone or in addition to, in tandem with, or insubstitution or exchange for, any other Award or any award granted under another plan of the Company,any subsidiary or affiliate, or any business entity to be acquired by the Company or a subsidiary or affiliate,or any other right of a Participant to receive payment from the Company or any subsidiary or affiliate;provided, however, that a 409A Award may not be granted in tandem with a Non-409A Award. Awardsgranted in addition to or in tandem with other Awards or awards may be granted either as of the same timeas or a different time from the grant of such other Awards or awards. The Committee may determine that,in granting a new Award, the in-the-money value or fair value of any surrendered Award or award or thevalue of any other right to payment surrendered by the Participant may be applied to the purchase of anyother Award. This Section 8(a) shall be subject to Section 11(e) (including the limitation on repricing) andsubject to Appendix A.

(b) Term of Awards. The term of each Award shall be for such period as may be determined by theCommittee, subject to the express limitations set forth in Sections 6(b)(ii), 6(c)(ii) and 8 or elsewhere inthe Plan.

(c) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan (includingAppendix A) and any applicable Award document, payments to be made by the Company or a subsidiaryor affiliate upon the exercise of an Option or other Award or settlement of an Award may be made in suchforms as the Committee shall determine, including, without limitation, cash, Shares, other Awards or otherproperty, and may be made in a single payment or transfer, in installments, or on a deferred basis. Thesettlement of any Award may be accelerated, and cash paid in lieu of Shares in connection with suchsettlement, in the discretion of the Committee or upon occurrence of one or more specified events, subjectto Appendix A. Subject to Appendix A, installment or deferred payments may be required by theCommittee (subject to Section 11(e)) or permitted at the election of the Participant on terms andconditions established by the Committee. Payments may include, without limitation, provisions for thepayment or crediting of reasonable interest on installment or deferred payments or the grant or creditingof Dividend Equivalents or other amounts in respect of installment or deferred payments denominated inShares.

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9. Additional Award Forfeiture Provisions. The Committee may condition a Participant’s right toreceive a grant of an Award, to exercise the Award, to retain cash, Shares, other Awards or other propertyacquired in connection with an Award, or to retain the profit or gain realized by a Participant in connectionwith an Award, including cash or other proceeds received upon sale of Shares acquired in connection withan Award, upon compliance by the Participant with specified conditions relating to non-competition,confidentiality of information relating to or possessed by the Company, non-solicitation of customers,suppliers, and employees of the Company, cooperation in litigation, non-disparagement of the Companyand its subsidiaries and affiliates and the officers, directors and affiliates of the Company and itssubsidiaries and affiliates, and other restrictions upon or covenants of the Participant, including duringspecified periods following termination of employment or service to the Company. Pursuant to thisauthorization, unless otherwise determined by the Committee, the following policy will apply to eachAward:

In the event that the Company is required to restate its financial statements due to materialnoncompliance of the Company with any applicable financial reporting requirement, if suchrestatement results directly or indirectly from willful misconduct or gross negligence of the Participantthe Participant shall reimburse the Company for the difference between (i) the amount of any bonus,incentive or equity compensation paid as a result of the erroneous financial statement and (ii) theamount that would have been paid, if any, under the restated financial statements. The Committeemay specify additional forfeitures applicable in the event such a restatement or similar circumstances,subject to Section 11(e).

10. Change in Control.

For purposes of this Section 10, ‘‘Change in Control’’ means any of the following events:

(a) any ‘‘person’’ (as that term is defined for the purposes of Section 13(d) or 14(d) of the U.S.Securities Exchange Act of 1934, as amended), other than any subsidiary of the Company, shall directly orindirectly acquire more than 40% of the voting shares of the Company then outstanding and then entitledto vote generally in the election of directors of the Company; or

(b) individuals who, on the Effective Date, constitute the Company’s Board of Directors (or thesuccessors of such individuals nominated by such Board of Directors or a committee thereof on which suchindividuals or their successors constitute a majority) shall cease to constitute a majority of the Company’sBoard of Directors; or

(c) the Company amalgamates, merges or consolidates with or into any other corporation, other thana corporation which directly, or indirectly through one or more intermediaries, is controlled by anysubsidiary of the Company, without the approval of its Board of Directors constituted as provided inclause (b) above; or

(d) the Company sells, leases, exchanges or otherwise disposes of all or substantially all of its assetsand business without the approval of its Board of Directors constituted as provided in clause (b) above.

In the event of a Change in Control, any outstanding Option or SAR granted under the Plan which aParticipant shall not then have been entitled to exercise shall become exercisable and vested immediatelyprior to or concurrently with the occurrence of the Change in Control and the Participant shall have theright to exercise all such Options or SARs, except to the extent this right is limited as an explicit term ofthe Award established by the Committee at the time of grant. With respect to other types of Awards, theeffect of a Change in Control on vesting and other Award terms will be specified by the Committee.

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Notwithstanding anything in the Plan to the contrary, in the event of exercise of an Option or SARfollowing a Change in Control, the Participant may elect, by written notice to the Committee, (i) withrespect to Options only, to pay or cause to be paid to the Company the full exercise price of the Shares asto which the Option is exercised and thereupon receive delivery of such Shares, or (ii) to surrender to theCompany all or any part of an Option or SAR and receive from the Company upon such surrender anamount in cash equal to the excess, if any, of the Fair Market Value at the surrender date of the Sharessubject to the Option or SAR or portion thereof so surrendered over the aggregate exercise price of suchShares as set forth in the applicable Option or SAR grant letter, multiplied by the number of Sharessubject to the Option or SAR or portion thereof so surrendered.

The obligations of the Company under the Plan with respect to any Awards shall be binding upon anysuccessor company, corporation or other organization resulting from any amalgamation, merger,consolidation or other reorganization of the Company, or upon any successor company, corporation ororganization succeeding to all or substantially all of the assets and business of the Company, in any suchcase which would constitute a Change in Control. The Company agrees that it will make appropriateprovisions for the preservation of all Participants’ rights under the Plan in any agreement or plan that itmay enter into or adopt to effect any such amalgamation, merger, consolidation, reorganization or transferof assets constituting a Change in Control.

11. General Provisions.

(a) Compliance with Legal and Other Requirements. The Company may, to the extent deemednecessary or advisable by the Committee and subject to Appendix A, postpone the issuance or delivery ofShares or payment of other benefits under any Award until completion of such registration or qualificationof such Shares or other required action under any federal, state or foreign law, rule or regulation, listing orother required action with respect to any stock exchange or automated quotation system upon which theShares or other securities of the Company are listed or quoted, or compliance with any other obligation ofthe Company, as the Committee may consider appropriate, and may require any Participant to make suchrepresentations, furnish such information and comply with or be subject to such other conditions as it mayconsider appropriate in connection with the issuance or delivery of Shares or payment of other benefits incompliance with applicable laws, rules, and regulations, listing requirements, or other obligations. Theforegoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to betaken no action, and shall undertake or permit to arise no legal or contractual obligation, that results orwould result in any postponement of the issuance or delivery of Shares or payment of benefits under anyAward or the imposition of any other conditions on such issuance, delivery or payment, to the extent thatsuch postponement or other condition would represent a greater burden on a Participant than existed onthe 90th day preceding the Change in Control.

(b) Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant underthe Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation orliability of such Participant to any party (other than the Company or a subsidiary or affiliate thereof), orassigned or transferred by such Participant otherwise than by will or the laws of descent and distribution orto a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall beexercised during the lifetime of the Participant only by the Participant or his or her guardian or legalrepresentative, except that Awards and other rights (other than ISOs and SARs in tandem therewith) maybe transferred to one or more transferees during the lifetime of the Participant but not otherwise to a thirdparty for value, and may be exercised by such transferees in accordance with the terms of such Award, but

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only if and to the extent such transfers are permitted by the Committee and the Committee hasdetermined that there will be no transfer of the Award to a third party for value, and subject to any termsand conditions which the Committee may impose thereon (which may include limitations the Committeemay deem appropriate in order that offers and sales under the Plan will meet applicable requirements ofregistration forms under the U.S. Securities Act of 1933, as amended, specified by the Securities andExchange Commission). A Beneficiary, transferee, or other person claiming any rights under the Plan fromor through any Participant shall be subject to all terms and conditions of the Plan and any Awarddocument applicable to such Participant, except as otherwise determined by the Committee, and to anyadditional terms and conditions deemed necessary or appropriate by the Committee.

(c) Adjustments. In the event that any large, non-recurring dividend or other distribution (whetherin the form of cash or property other than Shares), recapitalization, forward or reverse split, Sharedividend, reorganization, merger, consolidation, spinoff, combination, repurchase, share exchange,liquidation, dissolution, equity restructuring as defined under generally accepted accounting principles, orother similar corporate transaction or event affects the Shares such that an adjustment is determined bythe Committee to be appropriate or, in the case of any outstanding Award, which is necessary in order toprevent dilution or enlargement of the rights of the Participant, then the Committee shall, in an equitablemanner as determined by the Committee, adjust any or all of (i) the number and kind of Shares which maybe delivered in connection with Awards granted thereafter, including the number of Shares available underSection 4, (ii) the number and kind of Shares by which annual per-person Award limitations are measuredunder Section 5, (iii) the number and kind of Shares subject to or deliverable in respect of outstandingAwards, (iv) the exercise price, grant price or purchase price relating to any Award or, if deemedappropriate, the Committee may make provision for a payment of cash or property to the holder of anoutstanding Option (subject to Appendix A), and (v) the performance goals or conditions of outstandingAwards that are based on share prices. In addition, the Committee is authorized to make adjustments inthe terms and conditions of, and the criteria included in, Awards (including Performance Awards andperformance goals and any hypothetical funding pool relating thereto) in recognition of unusual ornonrecurring events (including, without limitation, events described in the preceding sentence, as well asacquisitions and dispositions of businesses and assets) affecting the Company, any subsidiary or affiliate orother business unit, or the financial statements of the Company or any subsidiary or affiliate, or inresponse to changes in applicable laws, regulations, accounting principles, tax rates and regulations orbusiness conditions or in view of the Committee’s assessment of the business strategy of the Company, anysubsidiary or affiliate or business unit thereof, performance of comparable organizations, economic andbusiness conditions, personal performance of a Participant, and any other circumstances deemed relevant;provided that no such adjustment shall be authorized or made if and to the extent that the existence ofsuch authority (i) would cause Options, SARs, or Performance Awards granted under the Plan toParticipants designated by the Committee as Covered Employees and intended to qualify as ‘‘performance-based compensation’’ under Code Section 162(m) and regulations thereunder to otherwise fail to qualify as‘‘performance-based compensation’’ under Code Section 162(m) and regulations thereunder, or (ii) wouldcause the Committee to be deemed to have authority to change the targets, within the meaning of TreasuryRegulation 1.162-27(e)(4)(vi), under the performance goals relating to Options or SARs granted toCovered Employees and intended to qualify as ‘‘performance-based compensation’’ under CodeSection 162(m) and regulations thereunder.

(d) Tax Withholding. The Company and any subsidiary or affiliate is authorized to withhold from anyAward granted, any payment relating to an Award under the Plan, including from a distribution of Shares,

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or any payroll or other payment to a Participant, amounts of withholding and other taxes due or potentiallypayable in connection with any transaction involving an Award, and to take such other action as theCommittee may deem advisable to enable the Company and Participants to satisfy obligations for thepayment of withholding taxes and other tax obligations relating to any Award. This authority shall includeauthority to withhold or receive Shares or other property and to make cash payments in respect thereof insatisfaction of a Participant’s withholding obligations, either on a mandatory or elective basis in thediscretion of the Committee, or in satisfaction of other tax obligations. Other provisions of the Plannotwithstanding, only the minimum amount of Shares deliverable in connection with an Award necessaryto satisfy statutory withholding requirements will be withheld, unless withholding of any additional amountof Shares will not result in additional accounting expense to the Company.

(e) Changes to the Plan. The Board may amend, suspend or terminate the Plan or the Committee’sauthority to grant Awards under the Plan without the consent of shareholders or Participants; provided,however, that any amendment to the Plan shall be submitted to the Company’s shareholders for approvalnot later than the earliest annual general meeting for which the record date is at or after the date of suchBoard action if such shareholder approval is required by any federal or state law or regulation or the rulesof the New York Stock Exchange, or if such amendment would materially increase the number of Sharesreserved for issuance and delivery under the Plan, and the Board may otherwise, in its discretion,determine to submit other amendments to the Plan to shareholders for approval. The Committee isauthorized to amend outstanding Awards, except as limited by the Plan. The Board and Committee maynot amend outstanding Awards (including by means of an amendment to the Plan) without the consent ofan affected Participant if such an amendment would materially and adversely affect the rights of suchParticipant with respect to the outstanding Award (for this purpose, actions that alter the timing of federalincome taxation of a Participant will not be deemed material unless such action results in an income taxpenalty on the Participant, and any discretion that is reserved by the Board or Committee with respect toan Award is unaffected by this provision). Without the approval of shareholders (unless shareholderapproval in not required by any applicable law or regulation or the rules of the New York Stock Exchange),the Committee will not amend or replace previously granted Options or SARs in a transaction thatconstitutes a ‘‘repricing,’’ which for this purpose means any of the following or any other action that hasthe same effect:

(i) Lowering the exercise price of an Option or SAR after it is granted;

(ii) Any other action that is treated as a repricing under generally accepted accounting principles;

(iii) Canceling an Option or SAR at a time when its exercise price exceeds the fair market value of theunderlying Shares, in exchange for another Option or SAR, Restricted Shares, other equity orcash;

provided, however, that the foregoing transactions shall not be deemed a repricing if pursuant to anadjustment authorized under Section 11(c). With regard to other terms of Awards, the Committee shallhave no authority to waive or modify any such Award term after the Award has been granted to the extentthe waived or modified term would be mandatory under the Plan for any Award newly granted at the dateof the waiver or modification. A cancellation and exchange described in clause (iii) above will beconsidered a repricing regardless of whether the Option, Restricted Shares or other equity is deliveredsimultaneously with the cancellation, regardless of whether it is treated as a repricing under generallyaccepted accounting principles, and regardless of whether it is voluntary on the part of the Participant.

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(f) Right of Setoff. The Company or any subsidiary or affiliate may, to the extent permitted byapplicable law, deduct from and set off against any amounts the Company or a subsidiary or affiliate mayowe to the Participant from time to time, including amounts payable in connection with any Award, owedas wages, fringe benefits, or other compensation owed to the Participant, such amounts as may be owed bythe Participant to the Company, including but not limited to amounts owed under Section 9, although theParticipant shall remain liable for any part of the Participant’s payment obligation not satisfied throughsuch deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to anydeduction or setoff under this Section 11(f). With respect to any amount that constitutes a deferral ofcompensation, the Company may implement a setoff under this provision only at such time as the deferredcompensation otherwise would be distributable to the Participant (i.e., the settlement date for suchdeferred compensation).

(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an ‘‘unfunded’’plan for incentive and deferred compensation. With respect to any payments not yet made to a Participantor obligation to deliver Shares pursuant to an Award, nothing contained in the Plan or any Award shallgive any such Participant any rights that are greater than those of a general creditor of the Company;provided that the Committee may authorize the creation of trusts and deposit therein cash, Shares, otherAwards or other property, or make other arrangements to meet the Company’s obligations under the Plan.Such trusts or other arrangements shall be consistent with the ‘‘unfunded’’ status of the Plan unless theCommittee otherwise determines with the consent of each affected Participant.

(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to theshareholders of the Company for approval shall be construed as creating any limitations on the power ofthe Board or a committee thereof to adopt such other incentive arrangements, apart from the Plan, as itmay deem desirable, including incentive arrangements and awards which do not qualify under CodeSection 162(m), and such other arrangements may be either applicable generally or only in specific cases.

(i) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by theCommittee, in the event of a forfeiture of an Award with respect to which a Participant paid cashconsideration, the Participant shall be repaid the amount of such cash consideration. No fractional Sharesshall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whethercash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whethersuch fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(j) Certain Limitations on Awards to Ensure Compliance with Local Laws. The Appendices to this Planare incorporated by reference herein and shall apply to Awards and deferrals by Participants who aresubject to the national laws that are addressed under each such Appendix.

(k) Governing Law. The validity, construction, and effect of the Plan, any rules and regulationsrelating to the Plan and any Award document shall be determined in accordance with the laws of theIslands of Bermuda and, in the case of Appendices, laws specified therein.

(l) Awards to Participants of Various Jurisdictions. The Committee may modify the terms of anyAward under the Plan made to or held by a Participant who is then resident or primarily employed outsideof the United States, or establish one or more Appendices or sub-plans, in any manner deemed by theCommittee to be necessary or appropriate in order that the Award shall conform to laws, regulations, andcustoms of the country in which the recipient thereof is then resident or primarily employed. An Awardmay be modified under this Section 11(l) in a manner that is inconsistent with the express terms of the

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Plan, so long as such modifications will not contravene any applicable law or regulation or result in actualliability for the Participant whose Award is modified.

(m) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shallbe construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person orParticipant or in the employ or service of the Company or a subsidiary or affiliate, (ii) interfering in anyway with the right of the Company or a subsidiary or affiliate to terminate any Eligible Person’s orParticipant’s employment or service at any time (subject to the terms and provisions of any separatewritten agreements), (iii) giving an Eligible Person or Participant any claim to be granted any Award underthe Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on aParticipant any of the rights of a shareholder of the Company unless and until the Participant is duly issuedor transferred Shares in accordance with the terms of an Award or an Option is duly exercised. Except asexpressly provided in the Plan and an Award document, neither the Plan nor any Award document shallconfer on any person other than the Company and the Participant any rights or remedies thereunder. AnyAward shall not be deemed compensation for purposes of computing benefits under any retirement plan ofthe Company or any subsidiary or affiliate and shall not affect any benefits under any other benefit plan atany time in effect under which the availability or amount of benefits is related to the level of compensation(unless required by any such other plan or arrangement with specific reference to Awards under this Plan).

(n) Severability. If any of the provisions of this Plan or any Award document is finally held to beinvalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified tothe extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remainingprovisions shall not be affected thereby; provided, that, if any of such provisions is finally held to be invalid,illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permitsuch provision to be enforceable, such provision shall be deemed to be modified to the minimum extentnecessary to modify such scope in order to make such provision enforceable hereunder. The Plan and anyAward documents contain the entire agreement of the parties with respect to the subject matter thereofand supersede all prior agreements, promises, covenants, arrangements, communications, representationsand warranties between them, whether written or oral with respect to the subject matter thereof. No ruleof strict construction shall be applied against the Company, the Committee, or any other person in theinterpretation of any terms of the Plan, Award, or agreement or other document relating thereto.

(o) Plan Effective Date and Termination. The Plan shall become effective if, and at such time as, theshareholders of the Company have approved it at a general meeting of the Company. The date of suchshareholder approval shall be the Effective Date. Upon such approval of the Plan by the shareholders ofthe Company, no further awards shall be granted under the Preexisting Plans, but any outstanding awardsunder the Preexisting Plans shall continue in accordance with their terms. Unless earlier terminated byaction of the Board of Directors, the authority to make new grants under the Plan shall terminate on thedate that is ten years after the Effective Date, and the Plan will remain in effect until such time as noShares remain available for delivery under the Plan and the Company has no further rights or obligationsunder the Plan with respect to outstanding Awards under the Plan.

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APPENDIX A

Participants Subject to U.S. Law

Capitalized terms used in this Appendix have the same meaning given to them in the Plan.

1. Code Section 162(m) Considerations.

It is the intent of the Company that Options and SARs granted to Covered Employees and otherAwards designated as Awards to Covered Employees subject to Appendix A shall constitute qualified‘‘performance-based compensation’’ within the meaning of Code Section 162(m) and regulationsthereunder, unless otherwise determined by the Committee at the time of allocation of an Award.Accordingly, the terms of this Section 1, including the definitions of Covered Employee and other termsused herein, shall be interpreted in a manner consistent with Code Section 162(m) and regulationsthereunder. The foregoing notwithstanding, because the Committee cannot determine with certaintywhether a given Participant will be a Covered Employee with respect to a fiscal year that has not yet beencompleted, the term Covered Employee as used herein shall mean only a person designated by theCommittee as likely to be a Covered Employee with respect to a specified Award. If any provision of thePlan or any Award document relating to a Performance Award that is designated as intended to complywith Code Section 162(m) does not comply or is inconsistent with the requirements of CodeSection 162(m) or regulations thereunder, such provision shall be construed or deemed amended to theextent necessary to conform to such requirements, and no provision shall be deemed to confer upon theCommittee or any other person discretion to increase the amount of compensation otherwise payable inconnection with any such Award upon attainment of the applicable performance objectives.

(a) Per-Person Award Limitations. In each calendar year during any part of which the Plan is ineffect, an Eligible Person may be granted Awards intended to qualify as ‘‘performance-basedcompensation’’ under Code Section 162(m) under the Plan relating to up to his or her Annual Limit. AParticipant’s Annual Limit, in any year during any part of which the Participant is then eligible under thePlan, shall equal 250,000 Shares plus the amount of the Participant’s unused Annual Limit relating to thesame type of Award as of the close of the previous year, subject to adjustment as provided in Section 11(c)of the Plan. In the case of an Award which is not valued in a way in which the limitation set forth in thepreceding sentence would operate as an effective limitation satisfying applicable law (including TreasuryRegulation 1.162-27(e)(3)), an Eligible Person may not be granted Awards authorizing the earning duringany calendar year of an amount that exceeds the Eligible Person’s Annual Limit, which for this purposeshall equal $2,500,000 plus the amount of the Eligible Person’s unused cash Annual Limit as of the close ofthe previous year (this limitation is separate and not affected by the number of Awards granted duringsuch calendar year subject to the limitation in the preceding sentence). For this purpose, (i) ‘‘earning’’means satisfying performance conditions so that an amount becomes payable, without regard to whether itis to be paid currently or on a deferred basis or continues to be subject to any service requirement or othernon-performance condition, (ii) a Participant’s Annual Limit is used to the extent an amount or number ofShares may be potentially earned or paid under an Award (at the maximum designated amount for suchAwards), regardless of whether such amount or Shares are in fact earned or paid, and (iii) the AnnualLimit applies to Dividend Equivalents under Section 6(g) of the Plan only if such Dividend Equivalents aregranted separately from and not as a feature of another Award.

(b) Performance-Awards Granted to Covered Employees. If the Committee determines that aPerformance Award to be granted to an Eligible Person who is designated by the Committee as likely to be

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a Covered Employee should qualify as ‘‘performance-based compensation’’ for purposes of CodeSection 162(m), the grant, exercise and/or settlement of such Performance Award shall be contingent uponachievement of a preestablished performance goal and other terms set forth in this Section 1(b).

(i) Performance Goals Generally. The performance goal for such Performance Awards shallconsist of one or more business criteria and a targeted level or levels of performance with respect toeach of such criteria, as specified by the Committee consistent with this Appendix A. Theperformance goal shall be objective and shall otherwise meet the requirements of CodeSection 162(m) and regulations thereunder, including the requirement that the level or levels ofperformance targeted by the Committee result in the achievement of performance goals being‘‘substantially uncertain’’ at the time such goals are established. The Committee may determine thatsuch Performance Awards shall be granted, exercised and/or settled upon achievement of any oneperformance goal or that two or more of the performance goals must be achieved as a condition togrant, exercise and/or settlement of such Performance Awards. Performance goals may differ forPerformance Awards granted to any one Participant or to different Participants.

(ii) Business Criteria. One or more of the following business criteria for the Company, on aconsolidated basis, and/or for any specified subsidiary or affiliate or other business unit of theCompany (alone or in combination), shall be used by the Committee in establishing performancegoals for such Performance Awards:

(A) net income;

(B) earnings, before or after income taxes;

(C) earnings per share;

(D) pre-tax operating income;

(E) expense management;

(F) profitability, including profitability of an identifiable business unit or product;

(G) revenue;

(H) shareholder value creation measures, including but not limited to share price or totalshareholder return;

(I) return measures, including return on assets (gross or net), return on investment, returnon capital, or return on equity;

(J) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), netcash provided by operations, or cash flow in excess of cost of capital;

(K) net economic profit (operating earnings minus a charge for capital) or economic valuecreated;

(L) strategic innovation;

(M) dividend levels;

(N) significant business criteria, consisting of one or more objectives based on meetingspecified market penetration, geographic business expansion goals, cost targets,

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completion of capital and debt transactions, customer satisfaction, employeesatisfaction, management of employment practices and employee benefits, supervisionof litigation and information technology, and goals relating to acquisitions ordivestitures of subsidiaries, affiliates or joint ventures; or

(O) any combination of the foregoing.

The targeted level or levels of performance with respect to such business criteria may beestablished at such levels and in such terms as the Committee may determine, in its discretion,including in absolute terms, as a goal relative to performance in prior periods, or as a goal comparedto the performance of one or more comparable companies or an index covering multiple companies.Performance goals based upon these business criteria may be based upon generally acceptedaccounting principles (‘‘GAAP’’) or may be non-GAAP measures, and in either case may be adjustedfor purchase accounting impacts related to acquisitions and other extraordinary, non-recurring orunusual events or accounting treatments (subject to applicable requirements of Code Section 162(m)).Performance Goals may be particular to a Participant, the Company or a division, subsidiary or otherbusiness segment of the Company, or may be based on the performance of the Company as a whole.

(iii) Performance Period; Timing for Establishing Performance Goals. Achievement ofperformance goals in respect of such Performance Awards shall be measured over a performanceperiod of up to one year or more than one year, as specified by the Committee. A performance goalshall be established not later than the earlier of (A) 90 days after the beginning of any performanceperiod applicable to such Performance Award or (B) the time 25% of such performance period haselapsed.

(iv) Performance Award Pool. The Committee may establish a Performance Award pool, whichshall be an unfunded pool, for purposes of measuring performance of the Company in connectionwith Performance Awards. The amount of such Performance Award pool shall be based upon theachievement of a performance goal or goals based on one or more of the business criteria set forth inSection 1(b)(ii) hereof during the given performance period, as specified by the Committee inaccordance with Section 1(b)(iii) hereof. The Committee may specify the amount of the PerformanceAward pool as a percentage of any of such business criteria, a percentage thereof in excess of athreshold amount, or as another amount which need not bear a strictly mathematical relationship tosuch business criteria. The Committee may specify Performance Awards for any one Participant as apercentage of the Performance Award pool, subject to such terms and conditions as the Committeemay specify, provided that the aggregate percentage of the Performance Award pool allocated toParticipants may not exceed 100% of the Performance Award pool.

(v) Settlement of Performance Awards; Other Terms. Settlement of Performance Awards shallbe in cash, Shares, other Awards or other property, in the discretion of the Committee. TheCommittee may, in its discretion, increase or reduce the amount of a settlement otherwise to be madein connection with such Performance Awards, but may not exercise discretion to increase any suchamount payable to a Covered Employee in respect of a Performance Award subject to thisAppendix A beyond the level of payment authorized for achievement of the performance goalspecified under this Appendix A based on the actual level of achievement of such goal in excess of theamount earned through performance with respect to the performance goal established under thisAppendix A. Any settlement which changes the form of payment from that originally specified shall be

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implemented in a manner such that the Performance Award and other related Awards do not, solelyfor that reason, fail to qualify as ‘‘performance-based compensation’’ for purposes of CodeSection 162(m). The Committee shall specify the circumstances in which such Performance Awardsshall be paid or forfeited in the event of termination of employment by the Participant or other event(including a Change in Control) prior to the end of a performance period or settlement of suchPerformance Awards.

(c) Annual Incentive Awards Granted to Covered Employees. The Committee may grant an AnnualIncentive Award to an Eligible Person who is designated by the Committee as likely to be a CoveredEmployee. Such Annual Incentive Award will be intended to qualify as ‘‘performance-basedcompensation’’ for purposes of Code Section 162(m), and its grant, exercise and/or settlement shall becontingent upon achievement of preestablished performance goals and other terms set forth in thisSection 1(c).

(i) Grant of Annual Incentive Awards. Not later than the earlier of 90 days after the beginningof any performance period applicable to such Annual Incentive Award or the time 25% of suchperformance period has elapsed, the Committee shall determine the Covered Employees who willpotentially receive Annual Incentive Awards, and the amount(s) potentially payable thereunder, forthat performance period. The amount(s) potentially payable shall be based upon the achievement of aperformance goal or goals based on one or more of the business criteria set forth in Section 1(b)(ii)hereof in the given performance period, as specified by the Committee. The Committee maydesignate an annual incentive award pool as the means by which Annual Incentive Awards will bemeasured, which pool shall conform to the provisions of Section 1(b)(iv) hereof. In such case, theportion of the Annual Incentive Award pool potentially payable to each Covered Employee shall bepreestablished by the Committee. In all cases, the maximum Annual Incentive Award of anyParticipant shall be subject to the limitation set forth in Section 1(a) hereof.

(ii) Payout of Annual Incentive Awards. After the end of each performance period, theCommittee shall determine the amount, if any, of the Annual Incentive Award for that performanceperiod payable to each Participant. The Committee may, in its discretion, determine that the amountpayable to any Participant as a final Annual Incentive Award shall be reduced from the amount of hisor her potential Annual Incentive Award, including a determination to make no final Awardwhatsoever, but may not exercise discretion to increase any such amount. The Committee shall specifythe circumstances in which an Annual Incentive Award shall be paid or forfeited in the event oftermination of employment by the Participant or other event prior to the end of a performance periodor settlement of such Annual Incentive Award.

(d) Written Determinations. Determinations by the Committee as to the establishment ofperformance goals, the amount potentially payable in respect of Performance Awards and AnnualIncentive Awards, the level of actual achievement of the specified performance goals relating toPerformance Awards and Annual Incentive Awards, and the amount of any final Performance Award andAnnual Incentive Awards shall be recorded in writing in the case of Awards intended to qualify underSection 162(m). Specifically, the Committee shall certify in writing, in a manner conforming to applicableregulations under Section 162(m), prior to settlement of each such Award granted to a Covered Employee,that the performance objective relating to the Performance Award or Annual Incentive Award and othermaterial terms of the Award upon which settlement of the Award was conditioned have been satisfied.

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2. Code Section 409A Considerations.

(a) 409A Awards and Deferrals. Other provisions of the Plan notwithstanding, the terms of any409A Award, including any authority of the Company and rights of the Participant with respect to the 409AAward, shall be limited to those terms permitted under Code Section 409A, and any terms not permittedunder Code Section 409A shall be modified and limited to the extent necessary to conform with CodeSection 409A but only to the extent that such modification or limitation is permitted under CodeSection 409A and the regulations and guidance issued thereunder. The following rules will apply to 409AAwards:

(i) Elections. If a Participant is permitted to elect to defer an Award or any payment under anAward, such election will be permitted in accordance with the provisions specified in Exhibit A hereto;

(ii) Exercise and Distribution. Except as provided in Section 2(a)(iii) hereof, no 409A Awardshall be exercisable (if the exercise would result in a distribution) or otherwise distributable to aParticipant (or his or her beneficiary) except upon the occurrence of one of the following (or a daterelated to the occurrence of one of the following), which must be specified in a written documentgoverning such 409A Award and otherwise meet the requirements of Treasury Regulation § 1.409A-3:

(A) Specified Time. A specified time or a fixed schedule.

(B) Separation from Service. The Participant’s separation from service (within themeaning of Treasury Regulation § 1.409A-1(h) and other applicable rules under CodeSection 409A); provided, however, that if the Participant is a ‘‘key employee’’ (asdefined in Code Section 416(i) without regard to paragraph (5) thereof) and any of theCompany’s equity is publicly traded on an established securities market or otherwise,settlement under this Section 2(a)(ii)(B) may not be made before the date that is sixmonths after the date of separation from service.

(C) Death. The death of the Participant.

(D) Disability. The date the Participant has experienced a 409A Disability (as definedbelow).

(E) 409A Ownership/Control Change. The occurrence of a 409A Ownership/ControlChange (as defined below).

(iii) No Acceleration. The exercise or distribution of a 409A Award may not be acceleratedprior to the time specified in Section 2(a)(ii) hereof, except in the case of one of the following events:

(A) Domestic Relations Order. The 409A Award may permit the acceleration of theexercise or distribution time or schedule to an individual other than the Participant asmay be necessary to comply with the terms of a domestic relations order (as defined inSection 414(p)(1)(B) of the Code).

(B) Conflicts of Interest. Such 409A Award may permit the acceleration of the settlementtime or schedule as may be necessary to comply with an ethics agreement with theFederal government or if reasonably necessary to comply with a Federal, state, local orforeign ethics law or conflict of interest law in compliance with Treasury Regulation§ 1.409A-3(j)(4)(iii).

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(C) Change. The Committee may exercise the discretionary right to accelerate the vestingof any unvested compensation deemed to be a 409A Award upon a 409A Ownership/Control Change or to terminate the Plan upon or within 12 months after a 409AOwnership/Control Change, or otherwise to the extent permitted under TreasuryRegulation § 1.409A-3(j)(4)(ix), or accelerate settlement of such 409A Award in anyother circumstance permitted under Treasury Regulation § 1.409A-3(j)(4).

(iv) Definitions. For purposes of this Appendix A, the following terms shall be defined as setforth below:

(A) ‘‘409A Ownership/Control Change’’ shall be deemed to have occurred if a Change inControl occurs in connection with which there occurs a change in the ownership of theCompany, a change in effective control of the Company, or a change in the ownershipof a substantial portion of the assets of the Company, within the meaning of TreasuryRegulation § 1.409A-3(i)(5).

(B) ‘‘409A Disability’’ means an event which results in the Participant (i) being unable toengage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment that can be expected to result in death or can beexpected to last for a continuous period of not less than 12 months, or (ii), by reason ofany medically determinable physical or mental impairment that can be expected toresult in death or can be expected to last for a continuous period of not less than12 months, receiving income replacement benefits for a period of not less than threemonths under an accident and health plan covering employees of the Company or itssubsidiaries.

(v) Determination of ‘‘Key Employee.’’ For purposes of a settlement under Section 2(a)(ii),status of a Participant as a ‘‘key employee’’ shall be determined annually under the Company’sadministrative procedure for such determination for purposes of all plans subject to CodeSection 409A.

(vi) Non-Transferability. The provisions of Section 11(b) of the Plan notwithstanding, no 409AAward or right relating thereto shall be subject to anticipation, alienation, sale, transfer, assignment,pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’sBeneficiary.

(vii) Limitation on Setoffs. If the Company has a right of setoff that could apply to a 409AAward, such right may only be exercised at the time the 409A Award would have been distributed tothe Participant or his or her Beneficiary, and may be exercised only as a setoff against an obligationthat arose not more than 30 days before and within the same year as the distribution date ifapplication of such setoff right against an earlier obligation would not be permitted under CodeSection 409A.

(viii) 409A Rules Do Not Constitute Waiver of Other Restrictions. The rules applicable to 409AAwards under this Appendix A constitute further restrictions on terms of Awards set forth elsewherein this Plan. Thus, for example, an Option or SAR that is a 409A Award shall be subject torestrictions, including restrictions on rights otherwise specified in Section 6(b) or 6(c) of the Plan, in

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order that such Award shall not result in constructive receipt of income before exercise or taxpenalties under Code Section 409A.

(b) Rules Applicable to Certain Participants Transferred to Affiliates. For purposes of determining aseparation from service (where the use of the following modified definition is based upon legitimatebusiness criteria), in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining acontrolled group of corporations under Code Section 414(b), the language ‘‘at least 20 percent’’ shall beused instead of ‘‘at least 80 percent’’ at each place it appears in Sections 1563(a)(1), (2) and (3), and inapplying Treasury Regulation § 1.414(c)-2 (or any successor provision) for purposes of determining tradesor businesses (whether or not incorporated) that are under common control for purposes of CodeSection 414(c), the language ‘‘at least 20 percent’’ shall be used instead of ‘‘at least 80 percent’’ at eachplace it appears in Treasury Regulation § 1.414(c)- 2.

(c) Distributions Upon Vesting. In the case of any Award providing for a distribution upon the lapseof a substantial risk of forfeiture, if the timing of such distribution is not otherwise specified in the Plan oran Award agreement or other governing document, the distribution shall be made not later than March 15of the year following the year in which the substantial risk of forfeiture lapsed, provided that theParticipant shall have no influence on any determination as to the tax year in which the distribution will bemade.

(d) Release or Other Termination Agreement. If the Company requires a Participant to execute arelease, non-competition, or other agreement as a condition to receipt of a payment or retention of anAward upon or following a termination of employment, the Company will supply to the Participant a formof such release or other document not later than the date of the Participant’s termination of employment,which must be returned within the minimum time period required by law (but not more than 45 days) andmust not be revoked by the Participant within the applicable time period for revocation in order for theParticipant to satisfy any such condition. If any amount payable during a fixed period following terminationof employment is subject to such a requirement and the fixed period would begin in one tax year and endin the next tax year, the Company, in determining the time of payment of any such amount, will not beinfluenced by the timing of any action of the Participant including execution of such a release or otherdocument and expiration of any revocation period. In particular, the Company will be entitled in itsdiscretion to deposit any such payment in escrow during either year comprising such fixed period, so thatsuch deposited amount is constructively received and taxable income to the Participant upon deposit butwith distribution from such escrow remaining subject to the Participant’s execution and non-revocation ofsuch release or other document.

(e) Scope and Application of this Provision. For purposes of this Appendix A, references to a termor event (including any authority or right of the Company or a Participant) being ‘‘permitted’’ under CodeSection 409A mean that the term or event will not cause the Participant to be deemed to be in constructivereceipt of compensation relating to the 409A Award prior to the distribution of cash, shares or otherproperty or to be liable for payment of interest or a tax penalty under Code Section 409A.

3. Required Consent to and Notification of Code Section 83(b) Election. No election under Section 83(b)of the Code (to include in gross income in the year of transfer the amounts specified in CodeSection 83(b)) or under a similar provision of the laws of a jurisdiction outside the United States may bemade unless expressly permitted by the terms of the Award document or by action of the Committee inwriting prior to the making of such election. In any case in which a Participant is permitted to make such

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an election in connection with an Award, the Participant shall notify the Company of such election withinten days of filing notice of the election with the Internal Revenue Service or other governmental authority,in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b)or other applicable provision.

4. Additional ISO Considerations.

(a) Ten Percent Shareholders. A person who owns (or is deemed to own pursuant to CodeSection 424(d)) shares possessing more than 10% of the total combined voting power of all classes ofshares of the Company or any subsidiary of the Company shall not be granted an ISO unless the exerciseprice of such ISO is at least 110% of the Fair Market Value of the underlying Share on the date of grantand the ISO is not exercisable after the expiration of five (5) years from the date of grant.

(b) ISO Limitation. To the extent that the aggregate Fair Market Value (determined at the time ofgrant) of Shares with respect to which ISOs are exercisable for the first time by any individual during anycalendar year (under all plans of the Company and its subsidiaries) exceeds $100,000, the Options orportions thereof that exceed such limit (according to the order in which they were granted) shall be treatedas non-qualified Options, notwithstanding any contrary provisions of the applicable Option Award.

(c) Requirement of Notification Upon Disqualifying Disposition Under Code Section 421(b). If anyParticipant shall make any disposition of Shares delivered pursuant to the exercise of an ISO under thecircumstances described in Code Section 421(b) (i.e., a disqualifying disposition), such Participant shallnotify the Company of such disposition within ten days thereof.

5. Gross-Up for Excess Parachute Payments Under Code Section 280G. The Committee is authorized toprovide in any Award that in the event that any Shares or cash to be paid to a Participant in connectionwith a change in the ownership or effective control of the Company or the ownership of a substantialportion of the assets of the Company, as described in Code Section 280G, pursuant to the Plan, an Awardor otherwise (including, without limitation, the acceleration of any payment, award distribution or benefit)(the ‘‘Payment’’) constitute an ‘‘excess parachute payment’’ within the meaning of Code Section 280G, theParticipant shall be paid an additional amount (the ‘‘Gross-Up Payment’’) such that the net amountretained by the Participant after deduction of (i) any excise tax imposed under Code Section 4999 and(ii) any federal, state and local income and employment tax and excise tax imposed upon the Gross-UpPayment shall be equal to the Payment. For purposes of determining the amount of the Gross-UpPayment, the Participant shall be deemed to pay (I) federal income tax and employment taxes at thehighest marginal rate of federal income and employment taxation in the calendar year in which theGross-Up Payment is to be made and (II) state and local income taxes at the highest marginal rate oftaxation in the state and locality of the grantee’s residence in the calendar year in which the Gross-UpPayment is to be made, net of the maximum reduction in federal income taxes that may be obtained fromthe deduction of such state and local taxes. The grantee shall provide the Company with the informationnecessary to compute the Gross-Up Payment, and the Company shall pay the grantee the Gross-UpPayment not later than the last day of the calendar year next following the calendar year in which thegrantee pays the taxes referred to in clauses (i) and (ii) of the preceding sentence.

6. Governing Law. The construction and effect of this Appendix A, any rules and regulations relatingto any 409A Award document shall be determined in accordance with applicable provisions of the Code.

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Exhibit A to Appendix A

Deferral Election Rules

If a participant in a plan, program or other compensatory arrangement (a ‘‘plan’’) of Orient-ExpressHotels Ltd. (the ‘‘Company’’) is permitted to elect to defer awards or other compensation, any suchelection relating to compensation deferred under the applicable plan must be received by the Companyprior to the date specified by or at the direction of the administrator of such plan (the ‘‘Administrator,’’which in most instances will be the Human Resources Department). For purposes of compliance withSection 409A of the Internal Revenue Code (the ‘‘Code’’), any such election to defer shall be subject to therules set forth below, subject to any additional restrictions as may be specified by the Administrator. Underno circumstances may a participant elect to defer compensation to which he or she has attained, at the timeof deferral, a legally enforceable right to current receipt of such compensation.

(1) Initial Deferral Elections. Any initial election to defer compensation (including the election as tothe type and amount of compensation to be deferred and the time and manner of settlement ofthe deferral) must be made (and shall be irrevocable) no later than December 31 of the yearbefore the participant’s services are performed which will result in the earning of thecompensation, except as follows:

• Initial deferral elections with respect to compensation that, absent the election, constitutes ashort-term deferral may be made in accordance with Treasury Regulation § 1.409A-2(a)(4) and(b);

• Initial deferral elections with respect to compensation that remains subject to a requirementthat the participant provide services for at least 12 months (a ‘‘forfeitable right’’ under TreasuryRegulation § 1.409A-2(a)(5)) may be made on or before the 30th day after the participantobtains the legally binding right to the compensation, provided that the election is made atleast 12 months before the earliest date at which the forfeiture condition could lapse andotherwise in compliance with Treasury Regulation § 1.409A-2(a)(5);

• Initial deferral elections by a participant in his or her first year of eligibility may be made within30 days after the date the participant becomes eligible to participate in the applicable plan,with respect to compensation paid for services to be performed after the election and incompliance with Treasury Regulation § 1.409A-2(a)(7);

• Initial deferral elections by a participant with respect to performance-based compensation (asdefined under Treasury Regulation § 1.409A-1(e)) may be made on or before the date that issix months before the end of the performance period, provided that (i) the participant wasemployed continuously from either the beginning of the performance period or the later dateon which the performance goal was established, (ii) the election to defer is made before suchcompensation has become readily ascertainable (i.e., substantially certain to be paid), (iii) theperformance period is at least 12 months in length and the performance goal was establishedno later than 90 days after the commencement of the service period to which the performancegoal relates, (iv) the performance-based compensation is not payable in the absence ofperformance except due to death, disability, a 409A Ownership/Control Change (as defined inSection 2(a)(iv)(A) of Appendix A of the 2009 Share Award and Incentive Plan) or as

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otherwise permitted under Treasury Regulation § 1.409A-1(e), and (v) this initial deferralelection must in any event comply with Treasury Regulation § 1.409A-2(a)(8);

• Initial deferral elections resulting in Company matching contributions may be made incompliance with Treasury Regulation § 1.409A-2(a)(9); and

• Initial deferral elections may be made to the fullest permitted under other applicableprovisions of Treasury Regulation § 1.409A-2(a).

(2) Further Deferral Elections. The foregoing notwithstanding, for any election to further defer anamount that is deemed to be a deferral of compensation subject to Code Section 409A (to theextent permitted under Company plans, programs and arrangements), any further deferralelection made under the plan shall be subject to the following:

• The further deferral election will not take effect until at least 12 months after the date onwhich the election is made;

• If the election relates to a distribution event other than a Disability (as defined in TreasuryRegulation § 1.409A-3(i)(4)), or death, the payment with respect to which such election ismade must be deferred for a period of not less than five years from the date such paymentwould otherwise have been paid (or in the case of a life annuity or installment paymentstreated as a single payment, five years from the date the first amount was scheduled to bepaid), to the extent required under Treasury Regulation § 1.409A-2(b);

• The requirement that the further deferral election be made at least 12 months before theoriginal deferral amount would be first payable may not be waived by the Administrator, andshall apply to a payment at a specified time or pursuant to a fixed schedule (and in the case of alife annuity or installment payments treated as a single payment, 12 months before the datethat the first amount was scheduled to be paid);

• The further deferral election shall be irrevocable when filed with the Company; and

• The further deferral election otherwise shall comply with the applicable requirements ofTreasury Regulation § 1.409A-2(b).

(3) Transition Rules. Initial deferral elections and elections to change any existing deferred date fordistribution of compensation in any transition period designated under Department of theTreasury and IRS regulations may be permitted by the Company to the fullest extent authorizedunder transition rules and other applicable guidance under Code Section 409A.

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