Exhibit
                10.1


              CONFORMED
                COPY

            
	
              Dated
2
                May 2007

            
	
               

               

              Shire
                plc

              and

              ABN
                AMRO Bank N.V. and NM Rothschild & Sons Limited (trading
                together

              as
                ABN
                AMRO Rothschild, an unincorporated equity capital markets joint
                venture)

              and

              Barclays
                Bank PLC

              and

              Citigroup
                Global Markets Limited

              and

              Goldman
                Sachs International

              and

              Morgan
                Stanley & Co. International plc

              and

              Others

               

              SUBSCRIPTION
                AGREEMENT

               

              U.S.$1,000,000,000

              2.75
                per cent
                Convertible Bonds due 2014

              (subject
                to an
                increase by up to a further U.S.$100,000,000 pursuant
                to the
                exercise of

              an
                over-allotment option described herein)

              convertible
                into ordinary shares of Shire plc

            
	
               

            
	
              Linklaters

            
	 
	
              Ref:
                CJXW/AKG

            
	 
	
              Linklaters
                LLP

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Shire
      plc
      (the “Issuer”)

    U.S.$1,000,000,000

    2.75
      per
      cent Convertible Bonds due 2014

    (subject
      to
      an increase by up to a further U.S.$100,000,000
      pursuant
      to

    the
      exercise
      of an over-allotment option described herein)

     

    Subscription
      Agreement

     

    
      	
              To:

            	
              ABN
                AMRO Bank
                N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO
                Rothschild, an unincorporated equity capital markets joint venture)
                (“ABN AMRO Rothschild”);

              Barclays
                Bank
                PLC (“Barclays”);

              Citigroup
                Global Markets Limited (“Citi”);

              Goldman
                Sachs
                International (“Goldman Sachs
                International”);

              Morgan
                Stanley
                & Co. International plc (“Morgan Stanley” and
                together with ABN AMRO Rothschild, Barclays, Citi and Goldman Sachs
                International, the “Joint Lead Managers”);

               

              Deutsche
                Bank
                AG and The Royal Bank of Scotland plc, (together with the Joint Lead
                Managers, the “Managers”),

               

              c/o
                Goldman
                Sachs International

              Peterborough
                Court

              133
                Fleet
                Street

              London
                EC4A
                2BB

               

            
	 	
              2
                May
                2007

            


    

    


     

    Dear
      Sirs

     

    Shire
      plc (the
“Issuer”) proposes, on and subject to the terms and conditions
      stated herein, to issue to the Managers an aggregate of U.S.$1,000,000,000 in
      principal amount of 2.75 per cent Convertible Bonds due 2014 (the
      “Firm Securities”) convertible into fully paid ordinary shares
      of par value £0.05 each (the “Shares”) of the Issuer and to
      grant the Joint Lead Managers an option as described in Clause 1.2 to subscribe
      up to a further U.S.$100,000,000 of
      such Convertible Bonds due 2014 solely
      to
      cover over-allotments (the “Optional Securities”, the Firm
      Securities and any Optional Securities to be issued, being together referred
      to
      herein as the “Securities”, which expression shall, unless the
      context otherwise requires, include the temporary and permanent global
      securities referred to in Clause 5.2). The Securities are to be constituted
      by,
      and will have the benefit of, a trust deed (the “Trust Deed”)
      between the Issuer and BNY Corporate
      Trustee
      Services Limited (the “Trustee”), expected to be dated
9
      May
      2007.

     

    The
      issued Shares
      are listed on the official list (the “Official List”) of the
      Financial Services Authority in its capacity as competent authority (the
“UK Listing Authority”) under the Financial Services and
      Markets Act 2000 (“FSMA”) and admitted to trading on the EEA
      Regulated Market (the “Regulated Market”) of the London Stock
      Exchange plc (the “London Stock Exchange”) and the Shares to be
      issued upon conversion of the Securities will be listed on the Official List
      and
      admitted to trading on the Regulated Market.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    The
      Jersey
      Preference Shares (as defined in Clause 1.1 below) will be subscribed by the
      Managers pursuant to the terms of a share subscription agreement in the agreed
      form expected to be dated the date hereof (the “Share Subscription
      Agreement”).

     

    This
      Agreement, the
      Trust Deed, the Agency Agreement (as referred to below) and the Share
      Subscription Agreement are together referred to herein as the
“Contracts”.

     

     

    
      	
              1  

            	
              Subscription
                of the Securities

            


    

     

    
      	
              1.1  

            	
              Issue
                and Purchase of Securities: On the terms and subject to the
                conditions of this Agreement, the Issuer agrees to issue the Firm
                Securities to the Managers and, to the extent of the exercise of
                the
                Over-allotment Option (as defined in Clause 1.2), the Optional Securities
                to the Joint Lead Managers and in each case to procure that the Securities
                will be validly issued in a form complying with the requirements
                of the
                Trust Deed. The Managers, in respect of the Firm Securities, and
                the Joint
                Lead Managers, in respect of the Optional Securities, severally,
                but not
                jointly, agree to:

            


    

     

    
      	
              1.1.1  

            	
              procure
                subscribers for, failing which to subscribe, the Firm Securities,
                in the
                respective amounts set out opposite their names in Part A of Schedule
                1
                hereto;

            


    

     

    
      	
              1.1.2  

            	
              procure
                subscribers for, failing which to subscribe, the Optional Securities,
                to
                the extent of the exercise of the Over-allotment Option, in the respective
                amounts set out opposite their names in Part B of Schedule 1
                hereto;

            


    

     

    
      	
              1.1.3  

            	
              satisfy
                the
                consideration for the Firm Securities at a price equal to 100 per
                cent. of
                their principal amount (the “Issue Price”) on 9 May 2007,
                or such later date as the Issuer and the Joint Lead Managers on behalf
                of
                the Managers may agree (the “Closing Date”) in the manner
                provided below; and

            


    

     

    
      	
              1.1.4  

            	
              satisfy
                the
                consideration for any Optional Securities at the Issue Price on the
                Closing Date  in the manner provided
                below.

            


    

     

    The
      consideration
      for the issue of the Firm Securities to each of the Managers as aforesaid will
      be the delivery by each such Manager to the Issuer (or as the Issuer may direct)
      of the number of fully paid fixed rate no par value redeemable preference shares
      (the “Jersey Preference Shares”) in the capital of Shire Jersey
      Limited (“Jersey Co”) set out opposite its name in Part A of
      Schedule 1 hereto. The consideration for the issue of any Optional Securities
      to
      the Joint Lead Managers will be the delivery by each such Joint Lead Manager
      of
      the number of Jersey Preference Shares as is determined in accordance with
      Part
      B of Schedule 1 hereto. Delivery of Jersey Preference Shares shall be made
      by
      delivery of an executed instrument of transfer in respect thereof (together
      with
      any certificate or certificates issued in respect thereof) to the Issuer (or
      as
      the Issuer may direct).

     

    
      	
              1.2  

            	
              Over-allotment
                Option: On the terms and subject to the conditions of this
                Agreement, the Issuer hereby grants to the Joint Lead Managers an
                option
                to subscribe all or any of the U.S.$100,000,000
                principal amount of the Optional Securities (the “Over-allotment
                Option”) solely to cover over-allotments. Such Over-allotment
                Option shall be exercisable at any time on or
prior
                to
                7
                May 2007
                upon the giving of written notice substantially in the form
                set out
                in Schedule 2 to this Agreement (the “Option Notice”) to
                the Issuer by Goldman Sachs International on behalf of the Joint
                Lead
                Managers. Such Option Notice shall be irrevocable and set forth the
                aggregate principal amount of the Optional Securities as to which
                the
                option is being exercised. The Issuer agrees to issue and the Joint
                Lead
                

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	 	Managers
              severally, but not jointly, agree to subscribe, or procure subscribers
              for, and satisfy the consideration for the Optional Securities in the
              manner described in Clause 1.1 above on the Closing
              Date.


      	 	 


      	
              1.3  

            	
              The
                Securities: The Issuer will, not later than the Closing Date,
                enter into (and provide the Joint Lead Managers on behalf of the
                Managers
                with a copy of) (1) the Trust Deed and (2) a paying and conversion
                agency
                agreement (the “Agency Agreement”) with The Bank of New
                York, the Trustee and the other agents referred to in
                it.

            


    

     

    
      	
              1.4  

            	
              Conditions:
                The terms and conditions of the Securities (the
                “Conditions”) will be in the agreed form with such
                amendments (if any) as may be agreed in writing between the Issuer
                and the
                Joint Lead Managers on behalf of the
                Managers.

            


    

     

    
      	
              1.5  

            	
              Agreement
                Among Managers: By signing this Agreement, the Managers agree to
                be bound inter se by the terms of the International Capital Market
                Association Agreement Among Managers (Version 2) save that
                the sole
                stabilising manager shall be Goldman Sachs
                International.

            


    

     

     

    
      	
              2  

            	
              Listing

            


    

     

    The
      Issuer confirms
      that it has caused to be made applications for the Securities to be admitted
      to
      the Official List and to be admitted to trading on the London Stock Exchange
      plc’s Professional Securities Market (the “PSM”). In connection
      with such applications the Issuer agrees:

     

    
      	
              2.1  

            	
              to
                furnish
                from time to time any and all documents, instruments, information
                and
                undertakings and publish all advertisements or other material that
                may be
                necessary in order to effect both such admissions;
                and

            


    

     

    
      	
              2.2  

            	
              to
                use its
                best endeavours to maintain both such admissions so long as any of
                the
                Securities are outstanding (as defined in the Trust Deed) provided
                that if
                at any time the Issuer shall determine that it can no longer reasonably
                comply with the requirements for such admissions of the Securities
                and if
                maintenance of such admissions becomes impracticable or unduly onerous,
                it
                will use its best endeavours to obtain and thereafter to maintain
                a
                listing, trading and/or quotation of the Securities on such other
                major
                stock exchange, listing authority, and/or quotation system in a leading
                financial centre as the Joint Lead Managers may reasonably request
                and as
                the Trustee may approve.

            


    

     

     

    
      	
              3  

            	
              Distribution
                and Announcements

            


    

     

    
      	
              3.1  

            	
              Offering
                Circular: The Issuer undertakes to prepare an offering circular
                to be dated no later than 3 May 2007 in substantially the same form
                as the
                draft offering circular in the agreed form (the “Draft Offering
                Circular”) save for such changes as may be agreed between the
                Issuer and the Joint Lead Managers or which may be required by the
                UK
                Listing Authority or otherwise to comply with applicable law or regulation
                (the “Offering Circular”). The Issuer authorises the
                Managers to distribute copies of the Offering Circular in connection
                with
                the offering and sale of the Securities (the “Offering”),
                subject to, and in accordance with, the terms of Clause
                10.

            


    

     

    
      	
              3.2  

            	
              Publicity:
                The Issuer confirms the arrangements made on its behalf by the Joint
                Lead
                Managers for announcements in respect of the Securities to be published
                on
                such dates 

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	 	and
              in such newspapers or other publications as it may agree with the Joint
              Lead Managers.


      	 	 


      	
              4  

            	
              Commission

            


    

     

    
      	
              4.1  

            	
              Amount
                of Commission: In consideration for the services provided by the
                Managers in respect of the issue of the Securities and the Offering,
                the
                Issuer shall pay (a) on the Closing Date, a combined management and
                underwriting commission of 1.0 per cent. of the aggregate principal
                amount
                of the Securities issued on such date (the “Commission”)
                payable to the Managers in proportion to their respective underwriting
                commitments, and (b) not later than 35 days after the Closing Date,
                a
                performance-related fee for further management, underwriting and
                sales
                services in respect of the issue of the Securities (the
                “Discretionary Fee”) of up to 0.5 per
                cent. of the aggregate principal amount of the Securities, payable
                at the
                discretion of the Issuer to the Joint Lead Managers only (or any
                of
                them).

            


    

     

    
      	
              4.2  

            	
              Payment
                of Commission: The Issuer shall pay the amount of the Commission
                referred to in Clause 4.1 on the Closing Date in U.S. dollars in
                immediately available funds to such account as shall be notified
                by the
                Joint Lead Managers to the Issuer.

            


    

     

    
      	
              4.3  

            	
              Determination
                of Discretionary Fee: The Issuer shall determine not more than 35
                days after the Closing Date whether, and the extent to which, the
                Discretionary Fee referred to in Clause 4.1(b) is payable and shall
                give
                notice to the Joint Lead Managers of such determination. Upon such
                determination, the Issuer shall pay the relevant amount (if any)
                in U.S.
                dollars in immediately available funds to such account as shall be
                notified by the Joint Lead Managers to the
                Issuer.

            


    

     

     

    
      	
              5  

            	
              Closing

            


    

     

    
      	
              5.1  

            	
              Subject
                as
                provided herein, including Clause 9, completion of the transactions
                contemplated by Clauses 5.2 and 5.3 shall take place by fax at or
                before
                15.00 (London time) on the
                Closing
                Date.

            


    

     

    
      	
              5.2  

            	
              On
                the Closing
                Date, the Issuer will issue the Firm Securities, and to the extent
                of the
                exercise of the Option, the Optional Securities, and deliver to,
                or to the
                order of, the Managers the temporary global bond (exchangeable in
                accordance with its terms for a permanent global bond) representing
                the
                Securities (the “Global Security”), duly executed and
                authenticated, in or substantially in the form set out in the Trust
                Deed
                to be held by or to the order of a common depositary (the “Common
                Depositary”) to Euroclear Bank S.A./N.V.
                (“Euroclear”) and to Clearstream Banking, société
anonyme
                (“Clearstream,
                Luxembourg”).

            


    

     

    
      	
              5.3  

            	
              Against
                the
                delivery of the Global Security, the Joint Lead Managers shall,
                severally and not jointly, on behalf of the Managers cause the relevant
                Jersey Preference Shares which are deliverable in respect of the
                Firm
                Securities, and, as the case may be the Optional Securities, to be
                so
                delivered in accordance with Clause
                1.1.

            


    

     

    
      	
              5.4  

            	
              The
                Closing
                Date may be postponed to such other business day as the Joint Lead
                Managers on behalf of the Managers may agree with the Issuer, whereupon
                all references herein to the Closing Date shall be construed as being
                to
                that later date.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              5.5  

            	
              The
                term
                “business day” as used in this Clause 5 shall mean any
                day (other than a Saturday or Sunday) on which commercial banks are
                open
                for business in London, New York, Brussels and
                Luxembourg.

            


    

     

     

    
      	
              6  

            	
              Stabilisation
                and Over-allotment

            


    

     

    
      	
              6.1  

            	
              In
                connection
                with the issue of the Securities, Goldman Sachs International or
                any agent
                of Goldman Sachs International (the “Stabilising
                Manager”) may, to the extent permitted by applicable laws and
                directions, over-allot or effect transactions with a view to supporting
                the market price of the Securities and/or the Shares at a level other
                than
                that which might otherwise prevail, but in so doing the Stabilising
                Manager shall act as principal and not as agent of the Issuer. The
                Stabilising Manager is, however, not obliged to do this. Such stabilising,
                if commenced, may be discontinued at any time and must be brought
                to an
                end after a limited period. Such stabilising shall be conducted in
                accordance with all applicable laws and rules. Any loss or profit
                sustained as a consequence of any such over-allotment or stabilising
                shall
                be for the account of the Joint Lead Managers as agreed between them
                in an
                agreement among Managers which is expected to be dated the date hereof.
                Any such loss or profit will not be for the account of Deutsche Bank
                AG or
                The Royal Bank of Scotland plc. The Managers acknowledge that the
                Issuer
                has not authorised the creation and issue of Securities, in excess
                of
                U.S.$1,000,000,000
                in aggregate principal amount of the Firm Securities and more than
                U.S.$100,000,000
                in aggregate principal amount of Optional
                Securities.

            


    

     

    
      	
              6.2  

            	
              Each
                Manager
                severally represents, warrants and agrees that, prior to being notified
                by
                the Joint Lead Managers that the Securities are free to trade, it
                has not
                offered or sold and will not offer or sell (directly or indirectly
                through
                its Subsidiaries or affiliates as each is defined in the Terms and
                Conditions of the Securities) any Securities at a price other than
                the
                Issue Price.

            


    

     

     

    
      	
              7  

            	
              Representations
                and Warranties of the
                Issuer

            


    

     

    As
      a condition of
      the agreement by the Managers to procure subscribers for, failing which to
      subscribe the Securities and in consideration thereof, the Issuer represents
      and
      warrants and undertakes to the Managers and each of them that:

     

    
      	
              7.1  

            	
              Incorporation:
                the Issuer is duly incorporated and validly existing under the laws
                of
                England, with full power and authority to own its assets and conduct
                its
                business as presently owned and/or so conducted, and it is lawfully
                qualified to do business in those jurisdictions in which business
                is
                conducted by it. Each subsidiary of the Issuer is duly incorporated
                and
                validly existing under the laws of its jurisdiction of incorporation,
                with
                full power and authority to conduct its business and own its assets
                as
                presently owned and/or so conducted, and is lawfully qualified to
                do
                business in those jurisdictions in which business is conducted by
                it, save
                in each case as would not be material in the context of the issue
                of the
                Securities or the Offering.

            


    

     

    
      	
              7.2  

            	
              Authorisation:
                the creation of the Securities, their Offering as contemplated by
                this
                Agreement, the execution, authentication (where appropriate) and
                issue or
                delivery by the Issuer of this Agreement, the Trust Deed, the Agency
                Agreement, the Share Subscription Agreement, the Securities and the
                coupons appertaining thereto (the “Coupons”) and the
                performance of the obligations to be assumed thereunder by the Issuer
                have
                been duly 

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    
      	 	authorised
              by
              all corporate or other action required by the Issuer and the laws of
              England or otherwise.


      	 	 


      	
              7.3  

            	
              Compliance:
                the creation of the Securities and their Offering on the terms and
                conditions set out in this Agreement and the issue, execution,
                authentication (where appropriate) and delivery of, and the compliance
                by
                the Issuer with the terms of, the Securities, the Coupons, this Agreement,
                the Share Subscription Agreement, the Trust Deed and the Agency
                Agreement:

            


    

     

    
      	
              7.3.1  

            	
              do
                not, and as
                of their date will not, conflict with, or result in a breach of,
                any of
                the terms or provisions of, or constitute a default under, the Memorandum
                and Articles of Association of the Issuer or any existing law, rule
                or
                regulation applying to or affecting the Issuer, any of its Subsidiaries
                or
                any of its or their property or any judgment, order or decree of
                any
                government, governmental body or court having jurisdiction over the
                same;
                and

            


    

     

    
      	
              7.3.2  

            	
              do
                not, and as
                of their date will not, infringe the terms of, or constitute a default
                under, any trust deed, agreement  or other instrument or
                obligation to which the Issuer or any of its Subsidiaries is a party
                or by
                which the Issuer or any of its Subsidiaries or any part of its or
                their
                undertaking, assets, property or revenues is
                bound,

            


    

     

    save
      in each case as
      would not be material in the context of the issue of the Securities or the
      Offering.

     

    
      	
              7.4  

            	
              Validity:
                this Agreement and the Share Subscription Agreement constitute, and
                the
                Trust Deed, the Agency Agreement, the Securities and the Coupons
                when
                executed, authenticated (where appropriate) and delivered as herein
                contemplated, whether in facsimile or otherwise, will constitute,
                valid,
                legally binding and (save for laws of general application relating
                to
                creditors’ rights) enforceable obligations of the Issuer, and the claims
                of the holders of the Securities will rank pari passu with the
                claims of all other unsecured and unsubordinated creditors of the
                Issuer.

            


    

     

    
      	
              7.5  

            	
              Event
                of Default: there exists no Event of Default (as defined in
                Condition 9 of the Conditions) and no condition, event or act which
                with
                the giving of notice and/or the lapse of time and/or the satisfaction
                of
                any other condition would (if the Securities were in issue at the
                date
                hereof) constitute an Event of Default and the Issuer is not in breach
                or
                default under any agreement or deed or other instrument to which
                it is a
                party or which is binding on it or any of its assets to an extent
                or in a
                manner which is material in the context of the
                Securities.

            


    

     

    
      	
              7.6  

            	
              Capitalisation

            


    

     

    
      	
              7.6.1  

            	
              the
                Issuer has
                a duly authorised and issued share capital as per the descriptions
                thereof
                contained in the Draft Offering
                Circular;

            


    

     

    
      	
              7.6.2  

            	
              none
                of the
                Shares to be issued or delivered on conversion of the Securities
                will be
                issued or delivered in violation of the pre-emptive rights of any
                holder
                of Shares;

            


    

     

    
      	
              7.6.3  

            	
              the
                Issuer has
                available for issue and authority to allot sufficient authorised
                but
                unissued Shares to enable the conversion rights attaching to the
                Securities, and all other rights of subscription and exchange for
                and
                conversion into Shares to be satisfied at the current conversion
                prices,
                exchange prices, subscription prices or exercise
                prices;

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              7.6.4  

            	
              the
                Issuer
                will use its reasonable endeavours to ensure that the Shares to be
                issued
                and/or delivered upon conversion of the Securities, will be fully-paid
                and
                will be listed on the Official List and admitted to trading on the
                Regulated Market;

            


    

     

    
      	
              7.6.5  

            	
              the
                Shares to
                be issued and/or delivered upon conversion of the Securities will
                rank as
                provided in condition 5(i) and the Shares will conform to the
                respective descriptions thereof contained in the Draft Offering Circular;
                and

            


    

     

    
      	
              7.6.6  

            	
              between
                the
                date hereof and the Closing Date (both dates inclusive), the Issuer
                will
                not do any act or thing which would result in an adjustment to the
                Conversion Price (as defined in the Conditions) of the Securities
                were the
                Securities to have been issued at such
                time.

            


    

     

    
      	
              7.7  

            	
              Consents:
                no action or thing is required to be taken, fulfilled
                or
                done by the Issuer  (including without limitation the obtaining
                of any consent or licence or the making of any filing or registration)
                for
                the issue of the Securities or the Shares to be issued upon conversion
                of
                the Securities, the carrying out of the other transactions contemplated
                by
                the Contracts or the compliance by the Issuer with the terms of the
                Securities and the Contracts as the case may be other than (i) any
                action
                or thing which has been, or will on or prior to the Closing Date
                be,
                taken, fulfilled or done and (in the case of any consent, licence,
                filing
                or registration) which is, or will on the Closing Date be, in full
                force
                and effect or (ii) any action or thing which the terms of the Securities
                and/or the Contracts, as the case may be, provide or contemplate
                will be
                taken, fulfilled or done after the Closing
                Date.

            


    

     

    
      	
              7.8  

            	
              Draft
                Offering Circular: (a) the Draft Offering Circular contains all
                information with respect to the Issuer and its Subsidiaries, the
                Securities and the Shares which is material in the context of the
                issue
                and the Offering of the Securities, including all information required
                by
                applicable laws and all such information, which, according to the
                particular nature of the Issuer and of the Securities, and the Shares,
                investors and their professional advisers would reasonably require
                and
                reasonably expect to find there for the purpose of making an informed
                assessment of the assets and liabilities, financial position, profits
                and
                losses, and prospects of the Issuer and the rights attaching to the
                Securities and the Shares; (b) such information is true and accurate
                in
                all material respects and is not misleading; (c) the opinions and
                intentions expressed therein are honestly held and made and have
                been made
                after due and careful consideration and are based on reasonable
                assumptions; (d) there are no other facts the omission of which would
                make
                the Draft Offering Circular as a whole or any such information or
                the
                expression of any such opinions or intentions misleading; and (e)
                the
                Issuer has made all reasonable enquiries to ascertain all facts which
                are
                material for the purposes
                aforesaid.

            


    

     

    
      	
              7.9  

            	
              Offering
                Circular: at the date of the Offering Circular: (a) the Offering
                Circular will contain all information with respect to the Issuer
                and its
                Subsidiaries, the Securities and the Shares which is material in
                the
                context of the issue and the Offering of the Securities, including
                all
                information required by applicable laws and all such information,
                which,
                according to the particular nature of the Issuer and of the Securities,
                and the Shares, investors and their professional advisers would reasonably
                require and reasonably expect to find there for the purpose of making
                an
                informed assessment of the assets and liabilities, financial position,
                profits and losses, and prospects of the Issuer and the rights attaching
                to the Securities and the Shares; (b) such information will be true
                and
                accurate in all material respects and will not be misleading; (c)
                the
                opinions and intentions expressed therein will be honestly held and
                made
                and will have been made after due and careful consideration and will
                be
                based on reasonable assumptions; (d) there will be no other facts
                the
                omission of which 

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

    
      	 	would
              make the
              Offering Circular as a whole or any such information or the expression
              of
              any such opinions or intentions misleading; and (e) the Issuer will
              have
              made all reasonable enquiries to ascertain all facts which are material
              for the purposes aforesaid.


      	 	 


      	
              7.10  

            	
              Financial
                Statements of the Issuer:
                save as
                disclosed in the Draft Offering Circular, (a) the audited
                consolidated financial statements of the Issuer and its consolidated
                subsidiaries taken as a whole (the “Consolidated Group”)
                as at and for the two years ended 31 December 2006 were prepared
                in
                accordance with accounting principles generally accepted in the United
                States of America (“U.S. GAAP”), consistently applied
                except as disclosed therein and present fairly in all material respects,
                the financial position of the Issuer and of the Consolidated Group
                as at
                the dates, and the results of operations and cashflows of the Issuer
                and
                of the Consolidated Group for the periods, in respect of which they
                have
                been prepared; (b) the unaudited interim consolidated financial statements
                of the Consolidated Group for the three month period ended 31 March
                2007
                were prepared in accordance with U.S. GAAP consistently applied except
                as
                disclosed therein and fairly present in all material respects the
                financial position of the Issuer and of the Consolidated Group as
                at the
                dates, and the results of operations and cashflows of the Issuer
                and of
                the Consolidated Group for the periods, in respect of which they
                have been
                prepared; and (c) since 31 December 2006, there has been no adverse
                change, and no development involving a prospective adverse change,
                in the
                financial condition, business or results of operation or prospects
                of the
                Issuer or of the Consolidated Group, whether or not arising in the
                ordinary course of business which could reasonably be expected to
                have a
                material adverse effect on the Issuer or the Consolidated Group,
                respectively.

            


    

     

    
      	
              7.11  

            	
              Non-Public
                Facts or Circumstances: neither the Issuer nor any of its
                directors or officers is aware of any non-public fact or circumstance
                that, if made public, would be likely to have a significant effect
                upon
                the price of the Securities or the Shares or upon the Issuer or the
                Group.
                The Issuer is in compliance with the listing rules of the UK Listing
                Authority and the London Stock Exchange (including but not limited
                to
                continuous disclosure obligations).

            


    

     

    
      	
              7.12  

            	
              Litigation:
                save as disclosed in the Draft Offering Circular, neither the Issuer
                nor
                any of its Subsidiaries is involved in any litigation, arbitration
                or
                other proceedings relating to claims which either individually or
                in
                aggregate are, or could reasonably be expected to be, materially
                adverse
                to the condition (financial or otherwise), prospects or results of
                operations or general affairs of the Issuer or the Consolidated Group
                and/or material in the context of the issue of the Securities, nor,
                to the
                best of the Issuer’s knowledge, is any such litigation, arbitration or
                other proceeding pending or
                threatened.

            


    

     

    
      	
              7.13  

            	
              Environment:
                save
                as
                disclosed in the Draft Offering Circular, neither the Issuer nor
                any of its Subsidiaries is in violation of any statute, any rule,
                regulation, decision or order of any governmental agency or body
                or any
                court, relating to the use, disposal or release of hazardous or toxic
                substances or processes or relating to the protection or restoration
                of
                the environment or human exposure to hazardous or toxic substances
                or
                processes (collectively, “environmental laws”), to the
                best of the Issuer’s knowledge (after due and careful enquiry), owns or
                operates any real property contaminated with any substance that is
                subject
                to any environmental laws, is liable for any disposal or contamination
                pursuant to any environmental laws, or is subject to any claim relating
                to
                any environmental laws, which violation, contamination, liability
                or claim
                would individually or in the aggregate have a material adverse effect
                on
                the Issuer or the Consolidated Group as a
                whole.

            


    

     

    
      	
              7.14  

            	
              Intellectual
                Property: save as disclosed in the Draft Offering Circular or
                which is otherwise not material in the context of the issue of the
                Securities and the Offering, so far


            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     

    
      	 	as
              the Issuer's Relevant Employees are aware: (i) the Issuer and each
              of its
              Subsidiaries owns or possesses adequate rights to use its trademarks,
              trade names, patents, service mark registrations, technology, know-how,
              copyrights, confidential information and other intellectual property
              necessary for the conduct of its business with respect to
              marketed products; and  (ii) neither the Issuer nor any of its
              Subsidiaries has received any written notice of any
              claim that it is infringing any such rights of others. For the
              purposes of this Clause 7.14 the Issuer's "Relevant
              Employees" are those of its officers and employees who in
              connection with the Offering have participated in due diligence calls
              with
              the Joint Lead Managers on or before the date of this
              Agreement.


      	 	 


      	
              7.15  

            	
              No
                Stabilisation: none of the Issuer nor any of its Subsidiaries,
                nor any person acting on behalf of the Issuer or any such Subsidiary
                (other than the Stabilising Manager as to whom the Issuer does not
                make
                any representation) has taken, or will from the date thereof up to
                and
                including the date falling 30 days after the Closing Date take, directly
                or indirectly, any action designed to or which has constituted or
                which
                might reasonably be expected to cause or result in the stabilisation
                in
                violation of applicable laws or manipulation of the price of the
                Securities or any security to facilitate the sale or resale of the
                Securities, provided
                for the
                avoidance of doubt that this restriction shall not prohibit any broker
                acting on behalf of the Issuer's Employee Share Option Trust from
                purchasing Shares in accordance with the rules, and subject to the
                limits,
                of such trust's share buy-back
                programme.

            


    

     

    
      	
              7.16  

            	
              Directed
                Selling Efforts: neither the Issuer, nor any affiliate (as
                defined in Rule 405 under the United States Securities Act of 1933,
                as
                amended (the “Securities Act”)) of
                the Issuer, nor any person acting on behalf of the Issuer or any
                such
                affiliate (save for the Managers as to whom the Issuer does not make
                any
                representation) has engaged or will engage in any directed selling
                efforts
                with respect to the Securities or the Shares within the meaning of
                Regulation S (“Regulation S”) under the Securities Act in
                respect of the Securities and they have complied and will comply
                with all
                of the offering restrictions’ requirements of Regulation
                S.

            


    

     

    
      	
              7.17  

            	
              Foreign
                Issuer: the Issuer is a “foreign issuer” (as such term is defined
                in Regulation S).

            


    

     

    
      	
              7.18  

            	
              Taxation
                of Payments: as at the date hereof, and provided that the
                Securities are upon their issue and remain at all times listed on
                the
                Official List and admitted to trading on the PSM, all payments of
                principal and interest in respect of the Securities and all payments
                by
                the Issuer under the Trust Deed and the Agency Agreement, may be
                made free
                and clear of, and without withholding or deduction for, any taxes,
                duties,
                assessments or governmental charges of whatsoever nature imposed,
                levied,
                collected, withheld or assessed in the United Kingdom or any political
                subdivision or authority thereof or therein having power to
                tax.

            


    

     

    
      	
              7.19  

            	
              Stamp
                and Document Taxes: no stamp or other issuance or transfer taxes
                or duties are payable in the United Kingdom, Luxembourg and Belgium
                or, in
                each case, any political subdivision thereof or to any taxing authority
                thereof or therein in connection with (i) the execution, sale and
                delivery
                by the Issuer of the Securities (whether in definitive or global
                form) for
                the account of the Managers in the manner contemplated in this Agreement,
                (ii) the conversion of Securities into Shares, and the delivery thereof
                to
                holders of Securities, in each case, in accordance with the terms
                of the
                Securities or (iii) the execution or delivery of this Agreement,
                the Trust
                Deed, the Share Subscription Agreement and the Agency Agreement,
                the
                Global Securities or the performance by the Issuer of its obligations
                hereunder and thereunder save for any United Kingdom stamp duty or
                stamp
                duty reserve 

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	 	tax
              in connection with the issue of Shares that may be payable under sections
              67, 70, 93 or 96 of the Finance Act 1986.


      	 	 


      	
              7.20  

            	
              NR
                Financial Statements: to the best of its knowledge and belief
                (having made such due and careful enquiry as is reasonable in the
                circumstances), the NR Audited Financial Statements were prepared
                in
                accordance with the requirements of U.S. law and with U.S. GAAP,
                consistently applied, and present fairly in all material respects
                (material being in the context of the Consolidated Group) the financial
                position of New River Pharmaceuticals Inc. (“NR”) and of
                NR and its subsidiaries taken as a whole (the "NR Group")
                as at the dates, and of the results of operations and cashflows of
                the NR
                Group for the periods, in respect of which they have been prepared.
                As
                used herein, “NR Audited Financial Statements” means the
                audited consolidated financial statements of NR for the fiscal years
                ended
                31 December 2006 and 1 January 2006 incorporated by reference in
                the Draft
                Offering Circular and which will be incorporated by reference in
                the
                Offering Circular.

            


    

     

    
      	
              7.21  

            	
              No
                Material Adverse Change of NR since the NR Accounts Date: since
                31 December 2006, to the best of its knowledge and belief (having
                made
                such due and careful enquiry as is reasonable in the circumstances),
                there
                has been no change (nor any development or event involving a prospective
                change) which would have a material adverse effect in the context
                of the
                Consolidated Group on the condition (financial or other), business,
                properties, prospects, results of operations, profitability or general
                affairs of NR or of the NR Group, whether or not arising in the ordinary
                course of business.

            


    

     

    
      	
              7.22  

            	
              Pro
                Forma Accounts: the unaudited pro forma financial information of
                the Issuer incorporated by reference in the Draft Offering Circular
                and to
                be incorporated by reference in the Offering Circular has been prepared
                to
                illustrate the effect on the consolidated net assets of the Issuer
                as if
                the acquisition of NR as referred to in the Draft Offering Circular
                (the
                “NR Acquisition”) had occurred at 31 December 2006. Such
                pro forma financial information has been properly compiled on the
                basis
                stated therein and such basis is consistent with the accounting policies
                of the Issuer.

            


    

     

    
      	
              7.23  

            	
              Information
                in Respect of NR: to the best of its knowledge and belief (having
                made such due and careful enquiry as is reasonable in the circumstances),
                the Issuer is not aware of any non-public fact or circumstance relating
                to
                the NR Acquisition, NR or the NR Group that, if made public would
                be
                material in the context of the issue and offering of the Bonds or
                which
                would otherwise be necessary to enable investors to make an informed
                assessment of the assets and liabilities, financial position, profits
                and
                losses, and prospects of the Company (both before and after completion
                of
                the NR Acquisition).

            


    

     

     

    
      	
              8  

            	
              Covenants
                of the Issuer

            


    

     

    The
      Issuer covenants
      to and agrees with the Joint Lead Managers on behalf of the Managers
      that:

     

    
      	
              8.1  

            	
              Expenses:
                it will pay or cause to be paid the following: (i) the fees, disbursements
                and expenses of the Issuer’s legal advisers; (ii) the fees, disbursements
                and expenses of the Issuer’s accountants; (iii) all expenses of the Issuer
                in connection with the listing of the Securities (including, without
                limitation, any advertisements required in connection therewith);
                (iv) the
                cost of the preparation and delivery of the Securities in temporary
                and
                definitive forms, the preparation and printing of the Offering Circular
                and any amendments and supplements thereto and the mailing and delivery
                of
                copies thereof to the Managers; (v) the cost of printing or reproducing
                this Agreement, the Share Subscription Agreement,
                

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

     

    
      	 	the
              Trust Deed, the Agency Agreement and any other documents prepared in
              connection with the offering, issue and initial delivery of the
              Securities; (vi) the fees and expenses of the Trustee in connection
              with
              the preparation and execution of the Trust Deed and the Agency Agreement
              and the issue of the Securities and compliance with the Terms and
              Conditions of the Securities (including, without limitation, the fees
              and
              expenses of the Trustee’s legal advisers) and; (vii) the fees and expenses
              of the Paying and Conversion Agents in connection with the preparation
              and
              execution of the Paying and Conversion Agency Agreement and the issue,
              exchange and listing of the Securities; in addition the Issuer shall
              reimburse Goldman Sachs International for legal fees, disbursements
              and
              expenses incurred in connection with the transaction during 2006, and
              the
              Joint Lead Managers for the fees, disbursements and expenses of their
              legal advisers incurred in connection with the transaction in 2007 in
              an amount not exceeding U.S.$200,000;


      	 	 


      	
              8.2  

            	
              Stamp
                Taxes:
the
                Issuer will pay any stamp duty, stamp duty reserve tax, issue,
                registration, documentary or other similar taxes and duties, including
                interest and penalties arising in respect thereof, payable in the
                United
                Kingdom, Belgium and Luxembourg on or in connection with the creation,
                issue and initial delivery of the Securities in accordance with the
                Trust
                Deed and Agency Agreement or the execution or delivery of such Agreements
                or this Agreement;

            


    

     

    
      	
              8.3  

            	
              Value
                Added Tax: sums payable under this Agreement are (unless
                expressly stated otherwise) exclusive of amounts in respect of any
                applicable value added tax, which amounts shall be payable in addition
                to
                the sums stated to be payable under this Agreement on presentation
                of an
                appropriate value added tax
                invoice;

            


    

     

    
      	
              8.4  

            	
              Warranties:
                it will notify the Managers promptly of the occurrence at any time
                prior
                to satisfaction of the consideration being made for the Securities
                on the
                Closing Date of any event which renders or may render untrue or incorrect
                any of the representations and warranties in Clause 7 by reference
                to the
                facts and circumstances pertaining at such time and take such steps
                as may
                be reasonably requested by the Joint Lead Managers to remedy and/or
                publicise the same;

            


    

     

    
      	
              8.5  

            	
              Delivery
                of Offering Circular: the Issuer will prepare and deliver to
                the
                Joint Lead Managers on behalf of the Managers, subject to the UK
                Listing Authority having agreed to list the Securities and the London
                Stock Exchange having agreed to admit the Securities to trading,
                on or
                before 4 May 2007, three copies of the Offering Circular, signed
                by an
                authorised officer of the Issuer. The Issuer will deliver to each
                Manager,
                without charge, from time to time as requested, such number of copies
                of
                the Offering Circular and any amendment or supplement thereto prepared
                pursuant to Clause 8.6 as each Manager may reasonably
                request;

            


    

     

    
      	
              8.6  

            	
              Supplemental
                Offering Circular: the Issuer will advise the Managers promptly
                of any proposal to amend or supplement the Offering Circular and
                will not
                effect such amendment or supplementation without the Managers’ consent
                (such consent not to be unreasonably withheld or delayed). If at
                any time
                prior to completion of the distribution of the Securities or the
                payment
                of the subscription monies for the Securities on the Closing Date,
                any
                event shall have occurred as a result of which the Offering Circular,
                as
                then amended or supplemented, would include an untrue statement of
                a
                material fact or omit to state any material fact necessary to make
                the
                statements therein, in the light of the circumstances under which
                they are
                made when such Offering Circular is delivered, not misleading in
                any
                respect or if for any other reason it shall be necessary to amend
                or
                supplement the Offering Circular, the Issuer will promptly notify
                the
                Managers and, upon request from the


            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	 	Managers,
              will
              prepare and furnish without charge to the Managers as many copies as
              each
              Manager may from time to time reasonably request of an amended Offering
              Circular or a supplement to the Offering Circular which will correct
              such
              statement or omission;


      	 	 


      	
              8.7  

            	
              Public
                Announcements: between the date hereof and the Closing Date, none
                of the Issuer nor any of its affiliates will without the prior consent
                of
                the Joint Lead Managers (such approval not to be unreasonably withheld
                or
                delayed) issue any public announcement which would be material in
                the
                context of the issue and offering of the Securities, provided that
                nothing
                herein shall prevent the Issuer (or any such affiliate) from complying
                with any applicable laws or regulations;
                and

            


    

     

    
      	
              8.8  

            	
              Directed
                Selling: neither the Issuer, nor any affiliate of the Issuer, nor
                any person acting on behalf of the Issuer or any such affiliate (save
                for
                the Managers as to whom the Issuer does not so covenant or agree)
                will
                engage in any directed selling efforts with respect to the Securities
                and
                the Shares within the meaning of Regulation
                S.

            


    

     

     

    
      	
              9  

            	
              Conditions
                Precedent

            


    

     

    The
      several
      obligations of the Managers hereunder shall be subject to the condition that
      the
      Issuer shall have performed all of its obligations hereunder to be performed
      prior to the Closing Date, and to the following additional
      conditions:

     

    
      	
              9.1  

            	
              Material
                Adverse Change: there not having been between the signing of this
                Agreement and the Closing Date any loss or interference with the
                Issuer’s
                business from fire, explosion, flood or other calamity, whether or
                not
                covered by insurance, or from any labour dispute or court or governmental
                action, order or decree, otherwise than as set forth or contemplated
                in
                the Offering Circular, or any
                change in the shareholders’ funds or long-term debt of the Issuer, its
                Subsidiaries or the Group or any change, or any development involving
                a
                prospective change, in or affecting the general affairs, management,
                financial position, shareholders' equity or results of operations
                of the
                Issuer or the Group, the effect of which is, in the judgment of the
                Joint
                Lead Managers, so material and adverse as to make it impracticable
                or
                inadvisable for the Issuer to proceed with the public offering or
                the
                delivery of the Securities on the terms and in the manner contemplated
                in
                this Agreement;

            


    

     

    
      	
              9.2  

            	
              Compliance:
                there not having been any change, or any development or event reasonably
                likely to involve a prospective change, which would render or be
                capable
                of rendering untrue and incorrect any of the representations and
                warranties contained in Clause 7 on the Closing Date as though they
                had
                been made and given on each such date by reference to the facts and
                circumstances then pertaining;

            


    

     

    
      	
              9.3  

            	
              Certificate:
                there having been delivered to the Joint Lead Managers a certificate,
                dated the Closing Date, signed by a duly authorised officer of the
                Issuer
                as to the matters set out in Clause 9.2 above and to the effect that
                on or
                prior to the Closing Date the Issuer has performed all of its obligations
                under this Agreement to be performed on or prior to such
                date;

            


    

     

    
      	
              9.4  

            	
              Listing:
                the Securities having been duly admitted to listing by the UK Listing
                Authority and duly admitted to trading on the Exchange, subject only
                to
                the issue of the Global Security or the Joint Lead Managers being
                satisfied that such listing and trading will be granted shortly after
                the
                Closing Date;

            


    

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	
              9.5  

            	
              Contracts:
                the Trust Deed and the Agency Agreement having been executed and
                delivered
                by the respective parties thereto on or prior to the Closing
                Date;

            


    

     

    
      	
              9.6  

            	
              Legal
                opinions: (i) Linklaters LLP, English legal advisers to the
                Managers and the Trustee, having furnished to the Managers and the
                Trustee
                their written opinion dated the Closing Date in a form satisfactory
                to the
                Joint Lead Managers, (ii) Davis Polk & Wardwell, U.S. legal advisers
                to the Issuer, having furnished to the Managers and the Trustee their
                written “no-registration” opinion dated the Closing Date in a form
                satisfactory to the Joint Lead
                Managers;

            


    

     

    
      	
              9.7  

            	
              Offering
                Circular: the Issuer having prepared, published and delivered to
                the Managers on or before the date falling two business days prior
                to the
                Closing Date the Offering Circular, in form and substance satisfactory
                to
                the
                Joint Lead Managers; and

            


    

     

    
      	
              9.8  

            	
              Auditors’
                Letters: on the date of this Agreement, the date of the Offering
                Circular and on the Closing Date, there having been delivered to
                the
                Managers letters, in form and substance satisfactory to the
                Joint Lead
                Managers on behalf of the Managers, dated the date of this
                Agreement, the date of the Offering Circular and the Closing Date,
                respectively, and addressed to the Managers, from Deloitte & Touche
                LLP, the auditors of the Issuer.

            


    

     

    If
      any of the
      foregoing conditions is not satisfied this Agreement shall (subject as mentioned
      below) thereupon terminate and the parties hereto shall (subject to the
      provisions of Clause 12.3) be, to such extent, released and discharged from
      their respective obligations hereunder, provided that the Joint Lead Managers
      on
      behalf of the Managers may waive compliance with any one or more provisions
      of
      this Clause 9 other than the execution of the Trust Deed and the Agency
      Agreement.

     

     

    
      	
              10  

            	
              Confirmations
                and Undertakings of the
                Managers

            


    

     

    Each
      of the Managers
      severally undertakes to and with the Issuer and the other Managers that the
      Securities subscribed by it pursuant to this Agreement have only been and will
      only be offered or subscribed on the following terms:

     

    
      	
              10.1  

            	
              United
                States

            


    

     

    
      	
              10.1.1  

            	
              Each
                Manager
                acknowledges that the Securities have not been and will not be registered
                under the Securities Act and may not be offered or sold within the
                United
                States or to, or for the account or benefit of, U.S. persons except
                in
                accordance with Regulation S or pursuant to an exemption from the
                registration requirements of the Securities Act and each Manager
                represents and agrees: that it has offered and sold the Securities,
                and
                will offer and sell the Securities (i) as part of their distribution
                at
                any time and (ii) otherwise until 40 days after the later of the
                commencement of the offering and the Closing Date, only in accordance
                with
                Rule 903 of Regulation S under the Securities Act. Accordingly, neither
                it, its affiliates nor any persons acting on its or their behalf
                have
                engaged or will engage in any directed selling efforts with respect
                to the
                Securities or the Shares, and it and they have complied and will
                comply
                with the offering restrictions requirement of Regulation S. It agrees
                that, at or prior to confirmation of sale of Securities it will have
                sent
                to each distributor, dealer or person receiving a selling concession,
                fee
                or other remuneration that purchases Securities from it during the
                distribution compliance period a confirmation or notice to substantially
                the following effect:

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    “The
      Securities
      covered hereby have not been registered under the U.S. Securities Act of 1933
      (the “Securities Act”) and may not be offered and sold within
      the United States or to, or for the account or benefit of, U.S. persons (i)
      as
      part of their distribution at any time or (ii) otherwise until 40 days after
      the
      later of the commencement of the offering and the Closing Date, except in either
      case in accordance with Regulation S under the Securities Act”.

     

    Terms
      used in this
      paragraph have the meanings given to them by Regulation S.

     

    
      	
              10.1.2  

            	
              Each
                Manager
                represents and agrees that, except to the extent permitted under
                U.S.
                Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), (1) it
                has not offered or sold, and during the restricted period will not
                offer
                or sell, Securities to a person who is within the United States or
                its
                possessions or to a United States person, (2) it has not delivered
                and
                will not deliver within the United States or its
                possessions  Securities that are sold during the restricted
                period, (3) it has and throughout the restricted period will have
                in
                effect procedures reasonably designed to ensure that its employees
                and
                agents who are directly engaged in selling Securities are aware that
                Securities may not be offered or sold during the restricted period
                to a
                person who is within the United States or its possessions or to a
                United
                States person, (4) if it is a United States person it is acquiring
                the
                Securities for purposes of resale in connection with their original
                issuance and if it retains Securities for its own account, it will
                only do
                so in accordance with the requirements of U.S. Treas. Reg.
                §1.163-5(c)(2)(i)(D)(6), (5) with respect to each affiliate that acquires
                from it Securities in bearer form for the purpose of offering or
                selling
                such Securities during the restricted period, each Manager either
                (a)
                repeats and confirms the representations and agreements contained
                in
                Clauses (1), (2), (3) and (4) above on the affiliate’s behalf or (b)
                agrees that it will obtain from such affiliate for the Issuer’s benefit
                the representations and agreements contained in Clauses (1), (2),
                (3) and
                (4) above, and (6) it will obtain for the Issuer’s benefit the
                representations and agreements contained in Clauses (1), (2), (3),
                (4) and
                (5) above from any person other than an affiliate with whom it enters
                into
                a written contract, as defined in U.S Treas, Reg. § 1.163.
                5(c)(2)(i)(D)(4) for the offer or sale of Securities during the restricted
                period.

            


    

     

    Terms
      used in
      sub-section 10.1.2 have the meanings given to them by the U.S. Internal Revenue
      Code of 1986, as amended, and regulations thereunder, including the D
      Rules.

     

    
      	
              10.2  

            	
              United
                Kingdom

            


    

     

    
      	
              10.2.1  

            	
              Each
                Manager
                has only communicated or caused to be communicated and will only
                communicate or cause to be communicated any invitation or inducement
                to
                engage in investment activity (within the meaning of section 21 of
                the
                Financial Services and Markets Act 2000 (the “FSMA”))
                received by it in connection with the issue or sale of any Securities
                in
                circumstances in which section 21(1) of the FSMA does not apply to
                the
                Issuer; and

            


    

     

    
      	
              10.2.2  

            	
              Each
                Manager
                has complied and will comply with all applicable provisions of the
                FSMA
                with respect to anything done by it in relation to the Securities
                in, from
                or otherwise involving the United
                Kingdom.

            


    

     

    
      	
              10.3  

            	
              Jersey

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    Each
      Manager agrees
      that it will not circulate in Jersey any offer for subscription, sale or
      exchange of the Securities without either the prior consent of the Jersey
      Financial Services Commission or pursuant to an exemption from the requirement
      to obtain such consent.

     

    
      	
              10.4  

            	
              Republic
                of Italy

            


    

     

    Each
      Manager agrees
      that it will not make an offer of the Securities to the public in the Republic
      of Italy (“Italy”) other than:

     

    
      	
              (a)  

            	
              to
                professional investors (investitori qualificati), as defined
                pursuant to Article 100, paragraph 1(a), of Legislative Decree No
                58, 24
                February 1998 (the “Financial Services Act”) as amended
                and restated from time to time; or

            


    

     

    
      	
              (b)  

            	
              in
                any other
                circumstances provided under Article 100 paragraph 1 of the Financial
                Services Act and under Article 33, paragraph 1, of CONSOB Regulation
                No.
                11971 of 14 May 1999, as amended, where exemptions from the requirement
                to
                publish a prospectus pursuant to Article 94 of the Financial Services
                Act
                are provided.

            


    

     

    Moreover,
      and
      subject to the foregoing, each the Manager acknowledges that any offer, sale
      or
      delivery of the Securities or distribution of copies of the Offering Circular
      or
      any other document relating to the Securities in Italy under (a) or (b) above
      must be:

     

    
      	
              (i)  

            	
              made
                by an
                investment firm, bank or financial intermediary permitted to conduct
                such
                activities in Italy in accordance with the Financial Services Act,
                Legislative Decree No. 385 of 1 September 1993 (the “Banking
                Act”), CONSOB Regulation No. 11522, 1 July 1998, all as amended;
                and

            


    

     

    
      	
              (ii)  

            	
              in
                compliance
                with the so-called subsequent notification to the Bank of Italy,
                pursuant
                to Article 129 of the Banking Act, as
                applicable;

            


    

     

    
      	
              (iii)  

            	
              in
                compliance
                with Article 100-bis of the Financial Services Act (if applicable);
                and

            


    

     

    
      	
              (iv)  

            	
              in
                compliance
                with any other applicable laws and regulations including any relevant
                limitations which may be imposed by
                CONSOB.

            


    

     

    
      	
              10.5  

            	
              Each
                Manager
                acknowledges that no action has been or will be taken by the Issuer
                or
                such Manager that would permit a public offering of the Securities
                or
                possession or distribution of the Offering Circular or other offering
                material relating to the Securities in any country or jurisdiction
                where
                action for that purpose is required. Accordingly, such Manager will
                observe, to the best of its knowledge and belief, all applicable
                laws and
                regulations in each jurisdiction in or from which it may offer or
                sell
                Securities or have in its possession or distribute the Offering Circular
                or other offering material relating to the Securities and any offer,
                sale,
                delivery or distribution of the Securities, the Offering Circular
                or other
                offering material relating to the Securities by it will be made on
                the
                same terms as above.

            


    

     

    
      	
              10.6  

            	
              Without
                prejudice to the provisions of paragraphs 10.1 to 10.5 above, neither
                the
                Issuer nor any of the other Managers shall have any responsibility
                for,
                and each Manager will obtain any consent, approval or permission
                required
                by it for the subscription, offer or sale by such Manager of the
                Securities under the laws and regulations in force in any jurisdiction
                to
                which it is subject or in or from which it makes any subscription,
                offer
                or sale.

            


    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	
              11  

            	
              Indemnification

            


    

     

    
      	
              11.1  

            	
              The
                agreement
                of the Managers to subscribe for the Securities is entered into on
                the
                basis of the representations and warranties and agreements of the
                Issuer
                contained in this Agreement and the Issuer undertakes with the Managers
                and each of them that if any Manager or any of its respective directors
                and officers and each United States person (if any) who controls
                such
                Manager for the purpose of Section 15 of the Securities Act (each
                a
                “relevant party”) incurs any losses, liabilities, costs,
                claims, charges, actions, proceedings, damages, expenses or demands
                (each
                a “loss”) as a result of or arising out of, or in
                relation to, any misrepresentation or alleged misrepresentation or
                any
                breach or alleged breach of any of the aforesaid representations,
                warranties or agreements of the Issuer (including as a result of
                any
                failure to be able to repeat such representations and warranties
                on the
                date of the Offering Circular and on the Closing Date by reference
                to the
                facts and circumstances then pertaining as contemplated by Clause
                9.2) or
                in connection with any untrue statement or alleged untrue statement
                contained in the Offering Circular or the term sheet in the agreed
                form
                relating to the Securities or any omission or alleged omission to
                state
                therein a material fact, necessary to make the statement therein
                not
                misleading, the Issuer shall pay to that Manager promptly an amount
                equal
                to such loss. No Manager shall have any duty or obligation, whether
                as
                fiduciary or trustee of any relevant party or otherwise, to recover
                any
                such payment or to account for any other person for any amounts paid
                to it
                under this section.

            


    

     

    If
      any action,
      proceeding, claim or demand shall be brought or asserted against a relevant
      party in respect of which the Issuer is or may be liable to make payment as
      herein provided, the relevant Manager shall promptly notify the Issuer in
      writing and the Issuer shall have the option to assume the defence thereof,
      including the employment of legal advisers approved by the relevant Manager,
      subject to the payment by the Issuer of all fees and expenses relating thereto
      and provided that such legal advisers shall not, save with the consent of the
      relevant Manager, also be legal advisers to the Issuer; provided that if the
      defendants in any such action, proceeding, claim or demand include the Issuer
      and the Managers or any of them, and the Joint Lead Managers on behalf of the
      Managers or the relevant Manager shall have reasonably concluded that there
      may
      be legal defences available to all the Managers or the relevant Manager shall
      have concluded that there may be legal defences available to the relevant party
      which are different from or additional to those available to the Issuer, and
      in
      the event that the Issuer is prevented from assuming such different or
      additional legal defences on behalf of the Managers or the relevant party,
      the
      Joint Lead Managers on behalf of the Managers or the relevant Manager, as the
      case may be, shall have the right, at the expense of the Issuer, to select
      separate legal advisers to assume such legal defences and otherwise to
      participate in the defence of such action, proceeding, claim or demand on behalf
      of the Joint Lead Managers on behalf of the Managers or of the relevant Manager,
      as the case may be.

     

    
      	
              11.2  

            	
              Upon
                receipt
                of notice from the Issuer of its election so to assume the defence
                of any
                such action, proceeding, claim or demand and approval by the relevant
                Manager as aforesaid of legal advisers, the Issuer will not be liable
                to
                any relevant party under this Clause 11 for any fees or expenses
                subsequently incurred by such relevant party in connection with the
                defence thereof unless:

            


    

     

    
      	
              11.2.1  

            	
              the
                relevant
                Manager shall have employed legal advisers in connection with the
                assumption of legal defences in accordance with the proviso to Clause
                11.1
                above; or

            


    

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2.2  

            	
              the
                Issuer
                shall not have employed legal advisers approved by or on behalf of
                the
                relevant Manager to represent such relevant party within a reasonable
                time
                after notice of commencement of the action or proceedings or the
                making of
                any claim or demand; or

            


    

     

    
      	
              11.2.3  

            	
              the
                Issuer has
                authorised the employment of separate legal advisers by the Managers
                or
                any of them,

            


    

     

    in
      which case it
      will reimburse the relevant Manager all such fees and expenses.

     

    
      	
              11.3  

            	
              The
                Issuer and
                the Managers, as the case may be, undertake not to compromise or
                settle
                any such action, proceeding, claim or demand without the consent
                of the
                relevant Manager or the Issuer, as the case may be. If any such action,
                proceeding, claim or demand shall be settled with the consent of
                the
                Issuer or the relevant Manager, as the case may be, or if there be
                a final
                judgment for the plaintiff in relation thereto, the Issuer agrees
                to pay
                on demand to the relevant Manager an amount equal to any losses incurred
                by reason of such settlement or judgment (other than any fees and
                expenses
                incurred in circumstances where the Issuer is not to be liable therefor
                under paragraph 11.2 above).

            


    

     

    
      	
              11.4  

            	
              The
                respective
                indemnities, agreements, representations, warranties and other statements
                of the Issuer and the Managers, as set forth in this Agreement or
                made by
                or on behalf of them, respectively, pursuant to this Agreement, shall
                remain in full force and effect, regardless of any investigation
                (or any
                statement as to the results thereof) made by or on behalf of any
                Manager
                or the Issuer and shall survive delivery of and satisfaction of the
                consideration for the Securities.

            


    

     

     

    
      	
              12  

            	
              Termination
                and Failure of
                Underwriting

            


    

     

    
      	
              12.1  

            	
              If,
                at any
                time prior to the time specified in Clause 5.1 on the Closing
                Date:

            


    

     

    
      	
              12.1.1  

            	
              in
                the opinion
                of the Joint Lead Managers there shall have occurred any of the following:
                (i) a suspension or material limitation in trading in securities generally
                on the London Stock Exchange ; (ii) a suspension or material limitation
                in
                trading in the Issuer’s securities on the London Stock Exchange; (iii) a
                general moratorium on commercial banking activities in New York or
                London
                declared by the relevant authorities, or a material disruption in
                commercial banking or securities settlement or clearance services
                in the
                United States, the United Kingdom, Belgium or Luxembourg; (iv) a
                change or
                development involving a prospective change in taxation in the United
                Kingdom or the United States affecting the Issuer, the Shares or
                the
                Securities or the transfer thereof; (v) the outbreak or escalation
                of
                hostilities involving the United States or the United Kingdom or
                the
                declaration by the United States or the United Kingdom of a national
                emergency or war or (vi) the occurrence of any other calamity or
                crisis or
                any change in financial, political or economic conditions or currency
                exchange rates or controls, if the effect of any such event in the
                judgment of the Joint Lead Managers makes it impracticable or inadvisable
                to proceed with the public offering or the delivery of the Securities
                being delivered at such time on the terms and in the manner contemplated
                in the Offering Circular or

            


    

     

    
      	
              12.1.2  

            	
              any
                breach of
                the representations or warranties set forth in this Agreement, any
                failure
                by the Issuer to perform any of the agreements set forth in this
                Agreement
                or any change which would render the said representations or warranties
                inaccurate if 

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
 

    
      	 	they
              were to be repeated immediately thereafter comes to the notice of any
              of
              the Managers,


    

     

    then
      the Joint Lead
      Managers on behalf of the Managers shall be entitled (but not bound) by notice
      to the Issuer to elect to treat such event, breach or failure as terminating
      this Agreement whereupon
      the parties shall to such extent be released from their respective obligations
      hereunder (other than the Issuer’s obligations pursuant to Clause
      12.3).

     

    
      	
              12.2  

            	
              (a)
                If any
                Manager shall default in its obligation to procure subscribers for,
                failing which to subscribe the Securities on the Closing Date, the
                Joint
                Lead Managers may in their discretion, but with the Issuer’s consent,
                arrange for the Joint Lead Managers or another party or other parties
                satisfactory to the Issuer to subscribe for or purchase such Securities
                on
                the terms contained herein and the Issuer may in its discretion procure
                another party or other parties satisfactory to the Joint Lead Managers
                to
                procure subscribers for, failing which to subscribe the Securities
                on the
                terms set out herein. In the event that the Joint Lead Managers or
                the
                Issuer shall notify the other within 36 hours that it has arranged,
                on the
                basis described above, for another party or parties to procure subscribers
                for, failing which to subscribe the Securities then the Issuer shall
                have
                the right to postpone the Closing Date for a period of not more than
                seven
                days in order to effect whatever changes may thereby be made necessary
                in
                the Offering Circular or in any other documents or
                arrangements.  The term “Manager” as used in
                this Agreement shall include any person substituted under this Clause
                with
                like effect as if such person had originally been a party to this
                Agreement with respect to such Securities but nothing herein shall
                relieve
                a defaulting Manager from liability for its
                default.

            


    

     

    (b)
      If, after giving
      effect to any arrangements for the subscription of the Securities of a
      defaulting Manager or Managers by the Joint Lead Managers and the Issuer as
      provided in (a) above, the aggregate number of such Securities which remain
      unsubscribed does not exceed one eleventh of the aggregate number of all of
      the
      Securities to be subscribed on the Closing Date, then the Issuer shall have
      the
      right to require each non-defaulting Manager to subscribe for the number of
      Securities which such Manager agreed to subscribe for hereunder on the Closing
      Date and, in addition, to require each non-defaulting Manager to subscribe
      for
      its pro rata share (based on the number of Securities which such
      Manager agreed to subscribe for hereunder) of the Securities of such defaulting
      Manager or Managers for which such arrangements have not been made; but nothing
      herein shall relieve a defaulting Manager from liability for its
      default.

     

    (c)
      If, after giving
      effect to any arrangements for the subscription or purchase of the Securities
      of
      a defaulting Manager or Managers by the Joint Lead Managers, the Issuer as
      provided in (a) above, the aggregate number of such Securities which remains
      unsubscribed exceeds one eleventh of the aggregate number of all of the
      Securities to be subscribed on the Closing Date, then this Agreement shall
      thereupon terminate, without liability on the part of any non-defaulting Manager
      or the Issuer, (other than the Issuer’s obligations pursuant to Clause 12.3);
      but nothing herein shall relieve a defaulting Manager from liability for its
      default.

     

    
      	
              12.3  

            	
              If
                this
                Agreement shall be terminated pursuant to Clauses 9 or 12, or if
                for any
                other reason the Securities are not delivered by or on behalf of
                the
                Issuer as provided herein, then notwithstanding any prior agreement
                between the Issuer and the Managers, the Issuer agrees, subject to
                and in
                accordance with Clause 8.1, to reimburse the Managers through the
                Joint
                Lead Managers for their out-of-pocket expenses, but the Issuer shall
                not
                then be 

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	 	under
              any
              further liability to any Manager except as provided in Clause 8.1 and
              Clause 11.1, which shall remain in full force and
              effect.


      	 	 


      	
              13  

            	
              Lock
                Up

            


    

     

    During
      the period
      beginning from the date hereof and continuing to the date 90 days after the
      Closing Date the Issuer shall not, without the prior written consent of the
      Joint Lead Managers, offer, pledge, sell, contract to sell or sell any option
      or
      contract to purchase, purchase any option to sell, grant any option, right
      or
      warrant to purchase, or otherwise transfer or dispose of or issue any Shares,
      including but not limited to any securities (including American Depositary
      Shares (“ADSs”)) that are convertible into or exchangeable for,
      or that represent the right to receive, Shares, or to enter into any swap or
      similar agreement that transfers, in whole or in part, the economic risk or
      benefit of ownership of Shares, whether any of the foregoing transactions is
      to
      be settled by delivery of Shares or other such securities, in cash or otherwise,
      or publicly to announce plans to do any of the foregoing, other than (i) the
      Securities
      or (ii) in connection with transactions which have already been publicly
      announced or (iii) pursuant to scrip dividend schemes or (iv) upon exercise
      of
      existing options or exchange rights in respect of Shares or ADSs or (v) pursuant
      to the grant of options, securities or other rights under any employees’ share
      or option or incentive scheme or (vi) the issue of ADSs in respect of existing
      Shares or the surrender of existing ADSs in return for the underlying
      Shares.

     

     

    
      	
              14  

            	
              Notices

            


    

     

    In
      all dealings
      hereunder, the parties hereto shall be entitled to act and rely upon any
      statement, request, notice or agreement on behalf of any Manager made or given
      by the Managers jointly or by the Joint Lead Managers on their
      behalf.

     

    Any
      notice hereunder
      to the Issuer shall be given to it at its address at Hampshire International
      Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, United Kingdom,
      Attention: Group Treasurer (copy to Legal Department); fax + 44 (0) 12 5689
      4713
      by the Joint Lead Managers on behalf of the Managers, and any notice or document
      to be given or sent by the Issuer to the Managers shall be given or sent to
      the
      Joint Lead Managers on behalf of the Managers and addressed to the Managers,
      c/o
      Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A
      2BB, Attention: Dan Martin fax: + 44 (0) 20 7774 5137. All such notices shall
      be
      given by letter delivered in person, or sent by fax.

     

     

    
      	
              15  

            	
              Successors
                and Assigns

            


    

     

    This
      Agreement shall
      be binding upon, and enure solely to the benefit of, the Managers, the Issuer
      and their respective successors and assigns, and no other person shall acquire
      or have any right under or by virtue of this Agreement. No purchaser of any
      of
      the Securities from any Manager shall be deemed a successor or assign by reason
      merely of such purchase.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              16  

            	
              Time
                of the Essence

            


    

     

    Any
      date or period
      specified in this Agreement may be postponed or extended by mutual agreement
      among the parties, but as regards any date or period originally fixed or so
      postponed or extended, time shall be of the essence.

     

     

    
      	
              17  

            	
              Governing
                Law

            


    

     

    This
      Agreement shall
      be governed by and construed in accordance with English law.

     

     

    
      	
              18  

            	
              Counterparts

            


    

     

    This
      Agreement may
      be executed by any one or more of the parties hereto in any number of
      counterparts, each of which shall be deemed to be an original, but all such
      counterparts shall together constitute one and the same instrument.

     

     

    
      	
              19  

            	
              Headings

            


    

     

    The
      descriptive
      headings of this Agreement are for convenience of reference only and shall
      not
      define or limit the provisions thereof. References in this Agreement to a
      document in the “agreed form” are references to such document in the form of
      copies signed for the purpose of identification by Linklaters LLP and Slaughter
      and May with such amendments only as may be agreed between the Issuer and the
      Joint Lead Managers on behalf of the Managers.

     

    If
      the foregoing is
      in accordance with your understanding, please sign and return to us one
      counterpart hereof, and upon the acceptance hereof by you, this letter and
      such
      acceptance hereof shall constitute a binding agreement among each of the
      Managers and the Issuer.

     

     

    
      	
              20  

            	
              Contracts
                (Rights of Third Parties)
                1999

            


    

     

    A
      person who is not
      a party to this Agreement has no right under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term of this Agreement.

     

    


     

    Yours
      faithfully

     

    SHIRE
      PLC

     

    By:  PATRICK
      CLEMENTS

     

    Accepted
      as of the
      date hereof at London, England:

     

    ABN
      AMRO
      BANK N.V. and NM ROTHSCHILD & SONS LIMITED (trading together as ABN AMRO
      Rothschild, an unincorporated equity capital markets joint
      venture)

     

    By:
      JULIAN
      HALL

     

    


     

    BARCLAYS
      BANK PLC

     

    By:
      RICHARD
      JOHNSON

     

    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    CITIGROUP
      GLOBAL MARKETS LIMITED

     

    By:
      RUPERT
      MITCHELL

     

    


     

    GOLDMAN
      SACHS INTERNATIONAL

     

    By:
      SILJE
      EINERKJAER

     

    


     

    MORGAN
      STANLEY & CO. INTERNATIONAL PLC

     

    By:
      MANDY DE
      FILIPPO

     

    


     

    DEUTSCHE
      BANK AG

     

    THE
      ROYAL
      BANK OF SCOTLAND PLC

     

    Each
      by its duly
      authorised attorney:

     

    By:
      SILJE
      EINERKJAER

     


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1


    PART
      A: FIRM
      SECURITIES

     

     

    


     

    
      	
              Name

            	 	 	
              Underwriting
                Commitment

            	 
	 	
              %
                of Aggregate
                Amount of Firm Securities offered

            	 	
              Principal
                amount of Firm Securities

              US$

            	
              Corresponding
                number of Jersey Preference Shares

            
	
              ABN
                AMRO Bank
                N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO
                Rothschild, an unincorporated equity capital markets joint
                venture)

            	
              20%

            	 	
              200,000,000

            	
              20,000

            
	
              Barclays
                Bank
                PLC

            	
              20%

            	 	
              200,000,000

            	
              20,000

            
	
              Citigroup
                Global Markets Limited

            	
              20%

            	 	
              200,000,000

            	
              20,000

            
	
              Goldman
                Sachs
                International

            	
              20%

            	 	
              200,000,000

            	
              20,000

            
	
              Morgan
                Stanley
                & Co. International plc

            	
              3.75%

            	 	
              37,500,000

            	
              3,750

            
	
              Deutsche
                Bank
                AG

            	
              3.75%

            	 	
              37,500,000

            	
              3,750

            
	
              The
                Royal Bank
                of Scotland plc

            	
              12.50%

            	 	
              125,000,000

            	
              12,500

            
	
              Total

            	
              100%

            	 	
              U.S.$1,000,000,000

            	
              100,000

            


    

    


     


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1


    PART
      B:
      OPTIONAL SECURITIES

     

    
      	
               

              Name

            	
              %
                of Aggregate
                Amount of Optional Securities

            	 	
              %
                of Aggregate
                Amount of Jersey Preference Shares (1)

            
	
              ABN
                AMRO Bank
                N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO
                Rothschild, an unincorporated equity capital markets joint
                venture)

            	
              23.88%

            	 	
              23.88%

            
	
              Barclays
                Bank
                PLC

            	
              23.88%

            	 	
              23.88%

            
	
              Citigroup
                Global Markets Limited

            	
              23.88%

            	 	
              23.88%

            
	
              Goldman
                Sachs
                International

            	
              23.88%

            	 	
              23.88%

            
	
              Morgan
                Stanley
                & Co. International plc

            	
              4.48%

            	 	
              4.48%

            
	
              Total

            	
              100%

            	 	
              100%

            


    

    


     

    


     

    
      	
              (1)

            	
              The
                number of
                Jersey Preference Shares to be delivered as consideration for Optional
                Securities by each Joint Lead Manager shall be that number of Jersey
                Preference Shares calculated by dividing the principal amount of
                Optional
                Securities to be subscribed by such Joint Lead Manager, by
                U.S.$1,000,000.

            


    

     


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

     

    Option
      Notice

     

    [●]
      May
      2007

     

    


    


    Shire
      plc

    Hampshire
      International Business Park

    Chineham

    Basingstoke

    Hampshire
      RG24
      8EP

    United
      Kingdom

    


     

    


     

    Shire
      plc

    U.S$1,000,000,000
      2.75
per cent. Convertible Bonds due 2014

    


     

    The
      Joint Lead
      Managers hereby irrevocably exercise the over-allotment option contained in
      Clause 1.2 of the subscription agreement dated 2 May 2007
      (the “Subscription Agreement”) in respect of U.S.$[●]
      principal
      amount of Optional Securities (as defined in the Subscription Agreement). The
      aggregate principal amount of the Securities will now be U.S.$[●].

     

    Signed
      on behalf
      of:

     

    


     

    ABN
      AMRO
      BANK N.V. and NM ROTHSCHILD & SONS LIMITED (trading together as ABN AMRO
      Rothschild, an unincorporated equity capital markets joint
      venture)

     

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

     

    


     

    BARCLAYS
      BANK PLC

     

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

     

    


     

    CITIGROUP
      GLOBAL MARKETS LIMITED

     

    By:

     

    


     

    GOLDMAN
      SACHS INTERNATIONAL

     

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

     

    


     

    MORGAN
      STANLEY & CO. INTERNATIONAL PLC

     

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

     

    -24-