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                                                                  EXECUTION COPY



                        CITICORP TRUSTEE COMPANY LIMITED,
                                   as Trustee


                               SEA CONTAINERS LTD,
                                    as Debtor

                                       and

                         CITIGROUP GLOBAL MARKETS INC.,
                                 as Intermediary


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                            ACCOUNT CONTROL AGREEMENT
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ACCOUNT CONTROL AGREEMENT, dated as of December 22, 2003,

AMONG

(1)    CITICORP  TRUSTEE  COMPANY  LIMITED,  as trustee for and on behalf of the
       Secured  Parties (the  "Trustee"),  of Citigroup  Centre,  Canada Square,
       Canary Wharf,  London E14 5LB,  attention:  Agency and Trust (fax number:
       +44 207 500 5857);

(2)    SEA CONTAINERS LTD, a Bermuda exempted  company of registered  address 41
       Cedar Avenue,  Hamilton HM12,  Bermuda, as debtor (fax number +44 207 805
       5900) (the "Debtor"); and

(3)    CITIGROUP  GLOBAL  MARKETS  INC.,  located at 390 Greenwich  Street,  5th
       Floor, New York, New York 10013, attention: Peter Candida (fax number: +1
       212-723-7204) (the "Intermediary").

WHEREAS

(A)    The Intermediary has established a separate  securities  account numbered
       748-01175-1-9-473 (the "Account") in the name of Sea Containers Ltd. (the
       "Debtor").

(B)    The Debtor has granted the  Trustee a security  interest  governed by the
       laws of the  State  of New York in the  Account  pursuant  to a  security
       agreement dated December 22, 2003,  between the Debtor,  as pledgor,  and
       the Trustee (the "Security Agreement").

(C)    The  Trustee,  the Debtor and the  Intermediary  are  entering  into this
       Agreement  to perfect the security  interest  governed by the laws of the
       State of New York of the Trustee in the Account.

NOW, THEREFORE, it is agreed that:

1.     THE ACCOUNT

All parties agree that the Account is a "securities  account" within the meaning
of Article 8 of the Uniform Commercial Code of the State of New York (the "UCC")
and that all property  other than cash held by the  Intermediary  in the Account
will be treated as financial  assets under the UCC.  The  Intermediary  will not
agree with any third party to comply with entitlement orders or other directions
concerning the Account  originated by such third party without the prior written
consent of the Debtor and the Trustee.  The parties agree that the  Intermediary
shall be a "securities  intermediary" as defined in Section  8-102(a)(14) of the
UCC.

2.     CONTROL

The Intermediary  will comply with entitlement  orders originated by the Trustee
or the Agent  concerning  the  Account  without  further  consent by the Debtor.
Without the Trustee's consent,  the Intermediary will not permit the delivery of
any  property or funds from the Account by the Debtor or  otherwise  comply with
entitlement  orders or other  instructions  concerning the Account originated by
the  Debtor  or its  authorized  representatives;  provided,  however,  that the
Intermediary  will comply with the instructions from the Debtor set forth in any
notice provided in accordance with Clauses 5.2 or 5.3 of the Security Agreement.

3.     DISTRIBUTION OF INCOME

All income,  principal  and other  proceeds of securities in the Account will be
paid in accordance with Clause 5.1 of the Security Agreement.

4.     CHOICE OF LAW

This Agreement shall be governed by, and construed in accordance  with, the laws
of the State of New York. Without limiting the foregoing,  the State of New York
shall be the "Securities Intermediary's  Jurisdiction" of the Intermediary under
the UCC for purposes of the Account.

5.     COUNTERPARTS

This  Agreement  may be executed in two or more separate  counterparts,  each of
which shall  constitute  an original,  and all of which shall  collectively  and
separately constitute one and the same agreement.

6.     HEADINGS

The  headings of each section of this  Agreement  are for  convenience  only and
shall not define or limit the provisions thereof.









       IN WITNESS  WHEREOF  the  undersigned  has caused  this  Account  Control
Agreement to be duly executed as of the date first above mentioned.



CITICORP TRUSTEE COMPANY LIMITED
as Trustee for and on behalf of the Secured Parties

By:      ........................................

         Name:    ..............................
         Title:   ..............................




SEA CONTAINERS LTD,
as Debtor

By:      ........................................

         Name:    ..............................
         Title:   ..............................




CITIGROUP GLOBAL MARKETS INC.,
as Intermediary

By:      ........................................

         Name:    ..............................
         Title:   ..............................