Exhibit
                10.2

               

              CONFORMED
                COPY

            
	 
	
              Dated
8
                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

               

               

               

              AMENDING
                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)

     

    Amending
      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

               

            
	 	
              8
                May
                2007

            


    

    


     

    Dear
      Sirs

     

    Shire
      plc and the
      Managers entered into a subscription agreement dated 2 May 2007 (the
“Subscription Agreement”). The parties to this agreement (the
“Agreement”), being the same parties
      to the
      Subscription Agreement, hereby agree to amend the Subscription Agreement as
      set
      out herein.

     

     

    
      	
              1

            	
              Over-allotment
                Option

            


    

     

    On
      the terms and
      subject to the conditions of the Subscription Agreement, the Issuer granted
      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 solely to cover
      over-allotments at any time on or prior to 7 May 2007.  The Issuer and
the
      Managers hereby agree to extend the date by which the Over-allotment Option
      shall be exercisable to any time on or prior to 8 May 2007.

     

     

    
      	
              2

            	
              Subscription
                Agreement

            


    

     

    For
      the avoidance of
      doubt, the terms and conditions of the Subscription Agreement remain in full
      force and effect, save for the amendment set out in Clause 1 of this
      Agreement.

     

    


    
      
        
        

      

      
        -
          1 -

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3

            	
              Deemed
                Incorporation

            


    

     

    Clauses
      14 to 20
      (inclusive) of the Subscription Agreement shall be deemed incorporated into
      this
      Agreement.

     

     

    
      	
              4

            	
              Definitions

            


    

     

    Terms
      defined in the
      Subscription Agreement have the same meaning in this Agreement except where
      otherwise defined.

     

    


     

    Yours
      faithfully

     

    SHIRE
      PLC

     

    By:  SIMON
      GIBBINS

     

    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

     

    


     

    CITIGROUP
      GLOBAL MARKETS LIMITED

     

    By:
      RUPERT
      MITCHELL

     

    


     

    GOLDMAN
      SACHS INTERNATIONAL

     

    By:
      SILJE
      EINERKJAER

     

    


     

    MORGAN
      STANLEY & CO. INTERNATIONAL PLC

     

     

    By:
      MANDY DE
      FILIPPO

     

    


    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

     

    DEUTSCHE
      BANK AG

     

    THE
      ROYAL
      BANK OF SCOTLAND PLC

     

    Each
      by its duly
      authorised attorney:

     

    By:
      SILJE
      EINERKJAER

     

    


     

     

     

     

     

     

     

    -
      3 -