AMENDMENT NO. 2 TO RIGHTS AGREEMENT

Exhibit 4.1

EXECUTION COPY

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

This Amendment No. 2 to the Rights Agreement, dated as of November 12, 2012 (this “Amendment”), is made by and between Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), and Computershare Shareowner Services LLC, a New Jersey limited liability company (f/k/a Mellon Investor Services LLC), as rights agent (the “Rights Agent”), pursuant to the Rights Agreement, dated as of November 14, 2008, as amended on November 24, 2009 (as so amended, the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Rights Agreement.

W I T N E S S E T H:

WHEREAS, the Company and the Rights Agent entered into the Rights Agreement and constitute the only parties to the Rights Agreement;

WHEREAS, Section 26 of the Rights Agreement provides that, at any time prior to the Stock Acquisition Date, and subject to certain exceptions set forth therein, a majority of the Board of Directors of the Company may, and the Rights Agent shall if so directed, supplement or amend any provision of the Rights Agreement;

WHEREAS, as of the time immediately prior to the execution of this Amendment, the Stock Acquisition Date had not occurred;

WHEREAS, the Board of Directors of the Company desires to amend the Rights Agreement in accordance with Section 26 thereof in the manner set forth herein to extend the expiration date of the Rights; and

WHEREAS, on November 12, 2012, the Board of Directors approved this Amendment to amend the Rights Agreement in the manner set forth herein and directed that the Rights Agent execute and deliver this Amendment as provided in the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows:

“Expiration Date” means the Close of Business on November 30, 2013 or such earlier or later date determined by a majority of the Board of Directors of the Company in accordance with Section 23(a) or, if any such date is not a Business Day, the next following Business Day.

(v) which are the subject of, or the reference securities for, or that underlie, any Derivative Transaction entered into by or on behalf of such Person or any of such Person’s Affiliates or Associates, with the number of shares of Common Stock or other securities deemed beneficially owned being the notional or other number of shares of Common Stock or other securities to be acquired or that can be acquired (or any other security that would otherwise be “beneficially owned” by ownership of such security to be acquired or that can be acquired) upon the exercise or settlement of the Derivative Transaction or are the basis upon which the value or settlement amount of such Derivative Transaction is to be calculated in whole or in part, as determined by the Board of Directors of the Company in its sole discretion.

“Derivative Transaction” means any derivative transaction entered into by or on behalf of a Person or any of such Person’s Affiliates or Associates, including any derivative security (including, but not limited to, any “derivative securities” as such term is defined under Rule 16a-1 under the Exchange Act) acquired by such Person or any of such Person’s Affiliates or Associates, that gives such Person or any of such Person’s Affiliates or Associates the economic equivalent of full or partial ownership of underlying securities due to the fact that the value of such transaction or security is determined by reference to the value of underlying securities, or that provides to the holder the opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the underlying security, including, but not limited to, a long convertible security, a long call option and a short put option position, in each case, regardless of whether (i) such interest conveys any voting rights in such underlying security, (ii) such interest is required to be, or is capable of being, settled through delivery of such underlying security or (iii) transactions hedge the economic effect of such interest.

; provided, however, that any Person who or which otherwise would be an Acquiring Person prior to the Close of Business on November 12, 2012 solely as a result of giving effect to Section 1(f)(v) of this Agreement shall not be an Acquiring Person solely as a result of giving effect to such subsection; provided, further, that such Person shall become an Acquiring Person if, following the Close of Business on November 12, 2012, such Person, together with all Affiliates and Associates of such Person, acquires Beneficial Ownership (after giving effect to Section 1(f)(v) of this Agreement) of additional shares of Common Stock representing one quarter of one percent (0.25%) or more of the Common Stock

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then outstanding (as determined in accordance with this sentence) unless, upon acquiring Beneficial Ownership (after giving effect to Section 1(f)(v) of this Agreement) of such additional shares of Common Stock, such Person, together with all Affiliates and Associates of such Person, is not then the Beneficial Owner (after giving effect to Section 1(f)(v) of this Agreement) of 20% or more of the Common Stock then outstanding (as determined in accordance with this sentence).

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construction, rule resolving ambiguities against the person who drafted the provision giving rise to such ambiguities or other such rule of interpretation shall be applied against any party with respect to this Amendment.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the first date written above.

[Signature Page to Rights Agreement Amendment No. 2]