Exhibit
      10.3

     

    CONFORMED
      COPY

     

    
      	 
	
              Dated
                9 May
                2007

            
	 
	 
	 
	
               

              SHIRE
                PLC

               

              and

               

              BNY
                CORPORATE TRUSTEE SERVICES LIMITED

               

               

               

               

               

              TRUST
                DEED

               

              constituting

               

              U.S.$1,100,000,000

               

              2.75
                per cent.
                Convertible Bonds due 2014

               

            
	 
	 
	 
	 
	 
	 
	 
	 
	 
	
              Linklaters

            
	 
	
              Ref:
                CJXW/AKG

            
	 
	
              Linklaters
                LLP

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Trust Deed is
      made on 9 May 2007 between:

     

    
      	
              (1)

            	
              SHIRE
                PLC
                (the “Issuer”) and

            


    

     

    
      	
              (2)

            	
              BNY
                CORPORATE TRUSTEE
                SERVICES LIMITED (the “Trustee”, which
                expression, where the context so admits, includes any other trustee
                for
                the time being of this Trust Deed).

            


    

     

    Background:

     

    
      	
              (A)

            	
              The
                Issuer,
                incorporated in England and Wales under the Companies Act 1985 with
                registered number 5492592, has authorised the issue of U.S.$1,100,000,000
                2.75 per cent. Convertible Bonds due 2014 to be constituted by this
                Trust
                Deed.

            


    

     

    
      	
              (B)

            	
              The
                Trustee
                has agreed to act as trustee of this Trust Deed on the following
                terms and
                conditions.

            


    

     

    This
      Deed
      witnesses and it is declared as follows:

     

    
      	
              1

            	
              Interpretation

            


    

     

    
      	
              1.1

            	
              Definitions:

            


    

     

    Capitalised
      terms
      defined in the Conditions but not herein shall when used herein have the meaning
      given to them in the Conditions. In addition, the following expressions have
      the
      following meanings:

     

    “Agents”
      means the Principal Paying and Conversion Agent and any other Paying and
      Conversion Agents that may be appointed from time to time or any of
      them

     

    “Authorised
      Signatory” means any of the following officers of the Issuer: a
      Director, the Company Secretary, the Group Financial Controller, the Global
      Head
      of Tax and Treasury, the Group Treasurer or the VP Group Reporting (or any
      of
      their respective successors)

     

    “Bondholder”
      means the holder of a Bond

     

    “Bonds”
      means the bearer bonds substantially in the form set out in Schedule 1
      comprising the U.S.$1,100,000,000 2.75 per cent. Convertible Bonds due 2014,
      in
      each case having attached thereto Coupons, constituted by this Trust Deed and
      for the time being outstanding or, as the context may require, a specific number
      of them and includes any replacement Bonds issued pursuant to the Conditions
      and
      (except for the purposes of Clause 2.1) includes the Temporary Global Bond
      and
      the Global Bond

     

    “Clearstream,
      Luxembourg” means Clearstream Banking, société anonyme

     

    “Conditions”
      means the terms and conditions set out in Schedule 1 as from time to time
      modified in accordance with this Trust Deed and, with respect to any Bonds
      represented by the Global Bond, as modified by the provisions of the Global
      Bond. Any reference to a particularly numbered Condition shall be construed
      accordingly

     

    “Coupons”
      means the bearer coupons relating to the Bonds or, as the context may require,
      a
      specific number of them and includes any replacement Coupons issued pursuant
      to
      the Conditions

     

    “Euroclear”
      means Euroclear Bank S.A./N.V.

     

    “Event
      of
      Default” means an event described in Condition 9 which, if so required
      by that Condition, has been certified in writing by the Trustee to be, in its
      opinion, materially prejudicial to the interests of the Bondholders

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Extraordinary
      Resolution” has the meaning set out in Schedule 3

     

    “Global
      Bond” means the permanent global bond which will represent the Bonds or
      some of them, after exchange of the Temporary Global Bond, or a portion of
      it,
      substantially in the form set out in Part 2 of Schedule 2

     

    “Joint
      Lead
      Managers” means the joint lead managers named as such in the
      Subscription Agreement

     

    “Managers”
      means the managers referred to as such in the Subscription
      Agreement

     

    “outstanding”
      means, in relation to the Bonds, all the Bonds issued except (a) those which
      have been redeemed in accordance with the Conditions, (b) those in respect
      of
      which Conversion Rights have been exercised, and all the obligations of the
      Issuer duly performed in relation thereto, (c) those in respect of which the
      date for redemption has occurred and the redemption moneys (including all
      interest accrued on such Bonds to the date for such redemption and any interest
      payable under the Conditions after such date) have been duly paid to the Trustee
      or to the Principal Paying and Conversion Agent as provided in Clause 2 and
      remain available for payment against presentation and surrender of Bonds and/or
      Coupons, as the case may be, (d) those which have become void, (e) those which
      have been purchased and cancelled as provided in the Conditions, (f) those
      mutilated or defaced Bonds which have been surrendered in exchange for
      replacement Bonds, (g) (for the purpose only of determining how many Bonds
      are
      outstanding and without prejudice to their status for any other purpose) those
      Bonds alleged to have been lost, stolen or destroyed and in respect of which
      replacement Bonds have been issued and (h) the Temporary Global Bond to the
      extent that it shall have been exchanged for the Global Bond pursuant to its
      provisions and the Global Bond to the extent that it shall have been exchanged
      for definitive Bonds pursuant to its provisions; provided that for the purposes
      of (1) ascertaining the right to attend and vote at any meeting of the
      Bondholders, (2) the determination of how many Bonds are outstanding for the
      purposes of Conditions 9, 13 and 14 and Schedule 3 and (3) the exercise of
      any
      discretion, power or authority which the Trustee is required, expressly or
      impliedly, to exercise in or by reference to the interests of the Bondholders,
      those Bonds which are beneficially held by or on behalf of the Issuer or any
      of
      its Subsidiaries and not cancelled shall (unless no longer so held) be deemed
      not to remain outstanding

     

    “Potential
      Event of Default” means an event or circumstance which could with the
      giving of notice, lapse of time, issue of a certificate and/or fulfilment of
      any
      other requirement provided for in Condition 9 become an Event of
      Default

     

    “Principal
      Paying and Conversion Agent” means the bank named as such in the
      Conditions or any Successor Principal Paying and Conversion Agent

     

    “specified
      office” means, in relation to an Agent, the office identified with its
      name at the end of the Conditions or any other office approved by the Trustee
      and notified to Bondholders pursuant to Clause 9.11

     

    “Subscription
      Agreement” means the agreement dated 2 May 2007 between the Issuer
      and the Managers relating to the issue and subscription of the
      Bonds

     

    “Successor”
      means, in relation to the Agents, such other or further person as may from
      time
      to time be appointed (in accordance with the provisions of the Agency Agreement)
      by the Issuer as an Agent and notice of whose appointment is given to the
      Bondholders pursuant to Clause 8.11

     

    “Temporary
      Global Bond” means the temporary global bond which will represent the
      Bonds on issue substantially in the form set out in Part 1 of Schedule
      2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “this
      Trust
      Deed” means this Trust Deed (as from time to time altered in accordance
      with this Trust Deed) and any other document executed in accordance with this
      Trust Deed (as from time to time so altered) and expressed to be supplemental
      to
      this Trust Deed

     

    “trust
      corporation” means a trust corporation (as defined in the Law of
      Property Act 1925) or a corporation entitled to act as a trustee pursuant to
      applicable foreign legislation relating to trustees.

     

    
      	
              1.2

            	
              Construction
                of Certain References: References
                to:

            


    

     

    
      	
               

            	
              1.2.1

            	
              costs,
                charges, remuneration or expenses include amounts in respect of any
                value
                added, turnover or similar tax charged in respect
                thereof

            


    

     

    
      	
               

            	
              1.2.2

            	
              “pounds
                sterling” and “£” are to the lawful currency for
                the time being of the United
                Kingdom

            


    

     

    
      	
               

            	
              1.2.3

            	
              “dollars”
                and “U.S. $” are to the lawful currency for the time
                being of the United States of
                America

            


    

     

    
      	
               

            	
              1.2.4

            	
              an
                action,
                remedy or method of judicial proceedings for the enforcement of creditors’
                rights includes references to the action, remedy or method of judicial
                proceedings in jurisdictions other than England as shall most nearly
                approximate thereto and

            


    

     

    
      	
               

            	
              1.2.5

            	
              any
                issue or
                offer to Shareholders “as a class” or “by way of
                rights” shall be taken to be references to an issue or offer to
                the majority of such holders other than holders to whom, by reason
                of the
                laws of any territory or requirements of any recognised regulatory
                body or
                any other stock exchange in any territory or in connection with fractional
                entitlements, it is determined not to make such issue or
                offer.

            


    

     

    
      	
              1.3

            	
              Illegality
                etc.: If at any time any provision of this Trust Deed is or
                becomes illegal, invalid or unenforceable in any respect under the
                law of
                any jurisdiction, neither the legality, validity or enforceability
                of the
                remaining provisions of this Trust Deed nor the legality, validity
                or
                enforceability of such provision under the law of any other jurisdiction
                shall in any way be affected or impaired
                thereby.

            


    

     

    
      	
              1.4

            	
              Headings:
                Headings shall be ignored in construing this Trust
                Deed.

            


    

     

    
      	
              1.5

            	
              Schedules:
                The Schedules are part of this Trust Deed and have effect
                accordingly.

            


    

     

    
      	
              1.6

            	
              Contracts
                (Rights of Third Parties) Act 1999: A person who is not a party
                to this Trust Deed has no right under the Contracts (Rights of Third
                Parties) Act 1999 to enforce any term of this Trust Deed save where
                expressly otherwise provided in this Trust
                Deed.

            


    

     

    
      	
              1.7

            	
              Modification
                etc. of Statutes: References to a statutory provision include
                that provision as from time to time modified or re-enacted whether
                before
                or after the date of this Trust Deed. In particular, references to
                the
                Companies Act 1985 and/or the Companies Act 1989 shall include the
                relevant provisions of such Acts as re-enacted by the Companies
                Act 2006.

            


    

     

     

    
      	
              2

            	
              Amount
                of the Bonds and Covenant to
                Pay

            


    

     

    
      	
              2.1

            	
              Amount
                of the Bonds: The aggregate principal amount of the Bonds is
                limited to U.S.$1,100,000,000.

            


    

     

    
      	
              2.2

            	
              Covenant
                to pay: The Issuer will, on any date when any Bonds become due
                to
                be redeemed  in accordance with this Trust Deed or the
                Conditions, unconditionally pay to or to the order of the Trustee
                in
                London in U.S.$, or if so elected by the Issuer pursuant to Condition
                6(e) or Condition

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      6(i)(iv),
        as the case may be, pounds sterling in same day funds the amount becoming
        due on
        that date together with any other amounts payable in accordance with the
        Conditions, and will (subject to the Conditions) until such payment (both
        before
        and after judgment) unconditionally so pay to or to the order of the Trustee
        interest on the principal amount of the Bonds outstanding, all in accordance
        with and subject to the provisions of the Conditions and otherwise comply
        with
        the provisions of the Conditions (including as to exercise of Conversion
        Rights), provided that (1) in any case where the Issuer has exercised the
        Share
        Settlement Option pursuant to Condition 6(i) the Issuer’s obligations
        in respect of the covenant to pay shall fall under Clause 2.3 and not this
        Clause 2.2 and (2) subject to the provisions of Clause 2.5, payment of any
        sum
        due in respect of the Bonds made to the Principal Paying and Conversion Agent
        as
        provided in the Agency Agreement shall, to that extent, satisfy such obligation
        except to the extent that there is failure in its subsequent payment to the
        relevant Bondholders or Couponholders under the Conditions and (3) a payment
        made after the due date or pursuant to Condition 9 will be deemed to have
        been
        made when the full amount due has been received by the Principal Paying and
        Conversion Agent or the Trustee and notice to that effect has been given
        to the
        Bondholders (if required under Clause 8.7), except to the extent that there
        is
        failure in its subsequent payment to the relevant Bondholders or Couponholders
        under the Conditions. The Trustee will hold the benefit of this covenant
        on
        trust for the Bondholders and Couponholders.

    

     

    
      	
              2.3

            	
              Covenant
                to issue and/or deliver Redemption Settlement Shares: The Issuer
                covenants with the Trustee that it will on any date when delivery
                of
                Redemption Settlement Shares is required in accordance with this
                Trust
                Deed or the Conditions
                unconditionally:

            


    

     

    
      	
               

            	
              2.3.1

            	
              deliver
                such
                Redemption Settlement Shares to or to the order of the Trustee;
                and

            


    

     

    
      	
               

            	
              2.3.2

            	
              make
                payment
                of any Cash Settlement Amount and any accrued and unpaid interest
                to or to
                the order of the Trustee,

            


    

     

    and
      shall (subject
      to the Conditions) until such delivery and payment (both before and after
      judgment) unconditionally pay or procure to be paid to or to the order of the
      Trustee interest on the aggregate principal amount of the Bonds outstanding
      as
      set out in the Conditions provided that:

     

    
      	
               

            	
              2.3.3

            	
              every
                delivery
                of Redemption Settlement Shares in respect of Bonds to or to the
                order of
                the relevant Bondholders as provided in the Paying Conversion and
                Agency
                Agreement shall, to such extent, satisfy the obligation in Clause
                2.3.1;

            


    

     

    
      	
               

            	
              2.3.4

            	
              every
                payment
                of the relevant Cash Settlement Amount or interest in respect of
                the Bonds
                or any of them made to the Principal Paying and Conversion Agent
                in the
                manner provided in the Paying and Conversion Agency Agreement shall
                satisfy, to the extent of such payment, the obligation in Clause
                2.3.2
                except to the extent that there is default in the subsequent payment
                thereof to the Bondholders in accordance with the
                Conditions;

            


    

     

    
      	
               

            	
              2.3.5

            	
              if
                any
                delivery of Redemption Settlement Shares or payment of any Cash Settlement
                Amount is not made to either the relevant Bondholders or the Trustee
                by
                the date required, delivery and payment shall be deemed not to have
                been
                made until all Redemption Settlement Shares have been delivered and
                relevant Cash Settlement Amounts have been paid to the relevant
                Bondholders or to the Trustee, as the case may be;
                and

            


    

     

    
      	
               

            	
              2.3.6

            	
              in
                any case
                where delivery of Redemption Settlement Shares or any payment of
                the
                relevant Cash Settlement Amount upon redemption or payment of the
                whole or
                any part of the principal amount due in respect of any Bond is improperly
                withheld or refused upon due presentation (if so provided for in
                the
                Conditions) of the Bonds, interest shall accrue on the whole or such
                part
                of such principal amount from the date of such withholding or refusal
                until the day after the Bondholders have duly received the relevant
                Redemption Settlement Shares and/or the relevant Cash Settlement
                Amount,
                as the case may be, or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      have
        been or are
        deemed to have been notified of receipt by the Trustee or the Principal Paying
        and Conversion Agent of all sums due in respect of the Bonds up to that day
        provided that on further due presentation thereof (if so provided for in
        the
        Conditions) such payment is in fact made.

    

     

    
      	
              2.4

            	
              Discharge:
                Subject to Clause 2.5, any payment to be made in respect of the Bonds
                or
                the Coupons by the Issuer or the Trustee may be made as provided
                in the
                Conditions and any payment so made will (subject to Clause 2.5) to
                that
                extent be a good discharge to the Issuer or the Trustee, as the case
                may
                be.

            


    

     

    
      	
              2.5

            	
              Payment
                after a Default: At any time after an Event of Default or a
                Potential Event of Default the Trustee
                may:

            


    

     

    
      	
               

            	
              2.5.1

            	
              by
                notice in
                writing to the Issuer and the Agents, require the Agents, until notified
                by the Trustee to the contrary, so far as permitted by applicable
                law:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                act as
                Agents of the Trustee under this Trust Deed and the Bonds on the
                terms of
                the Agency Agreement (with consequential amendments as necessary
                and
                except that the Trustee’s liability for the indemnification, remuneration
                and expenses of the Agents will be limited to the amounts for the
                time
                being held by the Trustee in respect of the Bonds on the terms of
                this
                Trust Deed) and thereafter to hold all Bonds and Coupons and all
                moneys,
                documents and records held by them in respect of Bonds and Coupons
                to the
                order of the Trustee; or

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                deliver all
                Bonds and Coupons and all moneys, documents and records held by them
                in
                respect of the Bonds and Coupons to the Trustee or as the Trustee
                directs
                in such notice, provided that such notice shall be deemed not to
                apply to
                any documents or records which the relevant Agent is obliged not
                to
                release by law or regulation; and

            


    

     

    
      	
               

            	
              2.5.2

            	
              by
                notice in
                writing to the Issuer require it to make all subsequent payments
                in
                respect of the Bonds and Coupons to or to the order of the Trustee
                and not
                to the Principal Paying and Conversion Agent with effect from the
                issue of
                any such notice to the Issuer and until such notice is withdrawn
                proviso
                (2) to Clause 2.2 above shall cease to have
                effect.

            


    

     

     

    
      	
              3

            	
              Form
                of the Bonds

            


    

     

    
      	
              3.1

            	
              The
                Temporary Global Bond and the Global Bond: The Bonds will
                initially be represented by the Temporary Global Bond in the principal
                amount of U.S.$1,100,000,000. Interests in the Temporary Global Bond
                will
                be exchangeable for interests in the Global Bond upon certification
                as to
                non-US beneficial ownership as set out in the Temporary Global Bond.
                The
                Global Bond will be exchangeable for definitive Bonds as set out
                in the
                Global Bond.

            


    

     

    
      	
              3.2

            	
              The
                Definitive Bonds: The definitive Bonds and the Coupons will be
                security printed in accordance with applicable legal and stock exchange
                requirements substantially in the forms set out in Schedule 1. The
                Bonds
                will be endorsed with the
                Conditions.

            


    

     

    
      	
              3.3

            	
              Signature:
                The Bonds and the Coupons will be signed manually or in facsimile
                by a
                duly authorised signatory of the Issuer and the Bonds will be
                authenticated by or on behalf of the Principal Paying and Conversion
                Agent. The Issuer may use the facsimile signature of a person who
                at the
                date of this Trust Deed is such a duly authorised signatory even
                if at the
                time of issue of any Bonds or Coupons he is no longer so authorised.
                Bonds
                and Coupons so executed and authenticated will be binding and valid
                obligations of the Issuer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4

            	
              Stamp
                Duties and Taxes

            


    

     

    The
      Issuer will pay
      any stamp, issue, documentary or other similar taxes and duties, including
      interest and penalties, payable in the United Kingdom, Belgium and Luxembourg
      in
      respect of the creation, issue and offering of the Bonds and the Coupons and
      the
      execution or delivery of this Trust Deed. The Issuer will also indemnify the
      Trustee, the Bondholders and the Couponholders from and against all stamp,
      issue, documentary or other similar taxes paid by any of them in any
      jurisdiction in connection with any action taken by or on behalf of the Trustee
      or, as the case may be, the Bondholders or the Couponholders to enforce the
      Issuer’s obligations under this Trust Deed, the Bonds or the
      Coupons.

     

    
      	
              5

            	
              Application
                of Moneys Received by the
                Trustee

            


    

     

    
      	
              5.1

            	
              Declaration
                of Trust: All moneys received by the Trustee in respect of the
                Bonds or amounts payable under this Trust Deed will, despite any
                appropriation of all or part of them by the Issuer, be held by the
                Trustee
                on trust to apply them (subject to Clause
                5.2):

            


    

     

    
      	
               

            	
              5.1.1

            	
              first,
                in
                payment of all costs, charges, expenses and liabilities properly
                incurred
                by the Trustee (including remuneration payable to it) in carrying
                out its
                functions under this Trust Deed;

            


    

     

    
      	
               

            	
              5.1.2

            	
              secondly,
                in
                payment of any amounts owing in respect of the Bonds or Coupons pari
                passu
                and rateably; and

            


    

     

    
      	
               

            	
              5.1.3

            	
              thirdly,
                in
                payment of any balance to the Issuer for
                itself.

            


    

     

    Without
      prejudice to
      this Clause 5.1, if the Trustee holds any moneys which represent principal
      or
      interest or other sums in respect of Bonds or Coupons which have become void
      or
      in respect of which claims have become prescribed in accordance with Condition
      11, the Trustee will hold them on these trusts.

     

    
      	
              5.2

            	
              Accumulation:
                If the amount of the moneys at any time available for payment in
                respect
                of the Bonds under Clause 5.1 is less than 10 per cent. of the principal
                amount of the Bonds then outstanding, the Trustee may, at its discretion,
                invest such moneys. The Trustee may retain such investments and accumulate
                the resulting income until the investments and the accumulations,
                together
                with any other funds for the time being under its control and available
                for such payment, amount to at least 10 per cent. of the principal
                amount
                of the Bonds then outstanding and then such investments, accumulations
                and
                funds (after deduction of, or provision for, any applicable taxes)
                will be
                applied as specified in Clause 5.1.

            


    

     

    
      	
              5.3

            	
              Investment:
                Moneys held by the Trustee may be invested in its name or under its
                control in any investments or other assets anywhere whether or not
                they
                produce income or deposited in its name or under its control at such
                bank
                or other financial institution in such currency as the Trustee may,
                in its
                absolute discretion, think fit. If that bank or institution is the
                Trustee
                or a subsidiary, holding or associated company of the Trustee, it
                need
                only account for an amount of interest equal to the largest amount
                of
                interest payable by it on such a deposit to an independent customer.
                The
                Trustee may at any time vary or transpose any such investments or
                assets
                or convert any moneys so deposited into any other currency, and will
                not
                be responsible for any resulting loss, whether by depreciation in
                value,
                change in exchange rates or
                otherwise.

            


    

     

     

    
      	
              6

            	
              Covenant
                to Comply with Provisions

            


    

     

    The
      Issuer hereby
      covenants with the Trustee that it will comply with and perform and observe
      all
      the provisions of this Trust Deed and the Conditions which are expressed to
      be
      binding on it. The

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Conditions
      shall be
      binding on the Issuer, the Bondholders and the Couponholders. The Trustee shall
      be entitled to enforce the obligations of the Issuer under the Bonds and the
      Conditions as if the same were set out and contained in this Trust Deed which
      shall be read and construed as one document with the Bonds. The provisions
      contained in Schedule 3 shall have effect in the same manner as if herein set
      forth. The Trustee shall hold the benefit of this covenant upon trust for itself
      and the Bondholders and Couponholders according to its and their respective
      interests.

     

     

    
      	
              7

            	
              Covenants
                relating to Conversion
                Rights

            


    

     

    The
      Issuer hereby
      undertakes to and covenants with the Trustee that so long as any Conversion
      Right remains exercisable, it will:

     

    
      	
              7.1

            	
              save
                with the
                approval of an Extraordinary Resolution or with the approval of the
                Trustee where, in the Trustee's opinion, it is not materially prejudicial
                to the interests of the Bondholders to give such approval, observe
                all its
                obligations under the Conditions and this Trust Deed with respect
                to
                Conversion Rights; and

            


    

     

    
      	
              7.2

            	
              upon
                the
                happening of an event as a result of which the Conversion Price will
                be
                adjusted pursuant to the Conditions, as soon as reasonably practicable
                deliver to the Trustee a certificate signed by two Authorised Signatories
                on behalf of the Issuer setting forth brief particulars of the event,
                the
                adjusted Conversion Price and the date on which such adjustment takes
                effect and in any case setting forth such other particulars and
                information as the Trustee may reasonably
                require.

            


    

     

     

    
      	
              8

            	
              Covenants

            


    

     

    So
      long as any Bond
      is outstanding, the Issuer will:

     

    
      	
              8.1

            	
              Books
                of Account: keep, and procure that each of its Principal
                Subsidiaries keeps, proper books of account and, at any time after
                an
                Event of Default or Potential Event of Default has occurred or if
                the
                Trustee reasonably believes that such an event has occurred, so far
                as
                permitted by applicable law, allow, and procure that each Principal
                Subsidiary will allow, the Trustee and anyone appointed by it to
                whom the
                Issuer and/or relevant Principal Subsidiary has no reasonable objection,
                free access to its books of account at all reasonable times during
                normal
                business hours;

            


    

     

    
      	
              8.2

            	
              Notice
                of Events of Default: notify the Trustee in writing immediately
                on becoming aware of the occurrence of any Event of Default or Potential
                Event of Default;

            


    

     

    
      	
              8.3

            	
              Information:
                so far as permitted by applicable law, give the Trustee such information
                as it reasonably requires to perform its
                functions;

            


    

     

    
      	
              8.4

            	
              Financial
                Statements etc.: send to the Trustee as soon as practicable after
                the time of their issue and in the case of the Issuer’s U.S. GAAP annual
                audited financial statements in any event within 120 days of the
                end of
                each financial year three copies of every balance sheet, profit and
                loss
                account, report or other notice, statement or circular issued to
                the
                members or creditors (or any class of them) of the Issuer or any
                holding
                company thereof generally in their capacity as
                such;

            


    

     

    
      	
              8.5

            	
              Certificate
                of Authorised Signatories: send to the Trustee, within 14 days of
                its U.S. GAAP annual audited financial statements being delivered
                in
                accordance with Clause 8.5, and also within 14 days of any request
                by the
                Trustee, a certificate of the Issuer signed by two Authorised Signatories
                that, having made all reasonable enquiries, to the best of the knowledge,
                information and belief of the Issuer as at a date (the
                “Certification Date”) not more than five days before the
                date of the certificate no Event of Default or Potential Event of
                Default
                had occurred since the

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Certification
      Date of the last such certificate or
      (if none) the date of this Trust Deed or, if such an event had occurred, giving
      details of it;

     

    
      	
              8.6

            	
              Notices
                to Bondholders: send to the Trustee the form of each notice to be
                given to Bondholders and, once given, two copies of each such notice,
                such
                notice to be in a form approved by the Trustee (such approval, unless
                so
                expressed, not to constitute approval for the purpose of Section
                21 of the
                Financial Services and Markets Act 2000 (the “FSMA”) of
                any such notice which is a communication within the meaning of Section
                21
                of the FSMA);

            


    

     

    
      	
              8.7

            	
              Further
                Acts: so far as permitted by applicable law, do such further
                things as may be necessary in the reasonable opinion of the Trustee
                to
                give effect to this Trust Deed;

            


    

     

    
      	
              8.8

            	
              Notice
                of late payment: forthwith upon request by the Trustee give
                notice to the Bondholders of any unconditional payment to the Principal
                Paying and Conversion Agent or the Trustee of any sum due in respect
                of
                the Bonds or Coupons made after the due date for such
                payment;

            


    

     

    
      	
              8.9

            	
              Listing
                and Trading: use all reasonable endeavours to maintain the
                listing of the Bonds on the official list of the Financial Services
                Authority in its capacity as competent authority under the FSMA (the
                “UK Listing Authority”) and the trading of such Bonds on
                the London Stock Exchange plc’s Professional Services Market but, if it is
                unable to do so, having used such reasonable endeavours, or if the
                maintenance of such listing or trading is agreed by the Trustee to
                be
                unduly onerous and the Trustee is satisfied that the interests of
                the
                Bondholders would not be thereby materially prejudiced, instead use
                all
                reasonable endeavours to obtain and maintain a listing of the Bonds
                on
                another stock exchange approved in writing by the
                Trustee;

            


    

     

    
      	
              8.10

            	
              Change
                in Agents: give at least 14 days’ prior notice to the Bondholders
                of any future appointment, resignation or removal of a Paying and
                Conversion Agent or of any change by a Paying and Conversion Agent
                of its
                specified office and not make any such appointment or removal without
                the
                Trustee’s written approval;

            


    

     

    
      	
              8.11

            	
              Bonds
                held by Issuer etc.: send to the Trustee as soon as practicable
                after being so requested by the Trustee a certificate of the Issuer
                signed
                by two Authorised Signatories stating the number of Bonds held at
                the date
                of such certificate by or on behalf of the Issuer or its Subsidiaries
                and
                which have not been cancelled;

            


    

     

    
      	
              8.12

            	
              Notice
                of the end of the Conversion Period: on giving notice to redeem
                the Bonds pursuant to Condition 6(b)(i) or (ii) and six weeks
                prior to the final expiry of the Conversion Period (assuming no early
                redemption of the Bonds) give notice in writing to the Bondholders
                reminding Bondholders of the Conversion Right then arising or current
                and
                stating the then current Conversion Price (adjusted as appropriate
                in
                accordance with Condition 5(b));
                and

            


    

     

    
      	
              8.13

            	
              Principal
                Subsidiaries: give to the Trustee at the same time as sending the
                certificate referred to in Clause 8.6 or within 28 days of a reasonable
                request by the Trustee, a certificate signed by two Authorised Signatories
                listing those Subsidiaries of the Issuer which as at the last day
                of the
                last financial year of the Issuer or as at the date specified in
                such
                request were Principal
                Subsidiaries.

            


    

     

     

    
      	
              9

            	
              Remuneration
                and Indemnification of the
                Trustee

            


    

     

    
      	
              9.1

            	
              Normal
                Remuneration: So long as any Bond is outstanding the Issuer will
                pay the Trustee as remuneration for its services as Trustee such
                sum on
                such dates in each case as they may from time to time agree. Such
                remuneration will accrue from day to day from the date of this Trust
                Deed.
                However, if any payment to a Bondholder or Couponholder of moneys
                due in
                respect of any Bond or Coupon is improperly withheld or refused,
                such
                remuneration will again accrue as from


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
      date of such withholding or refusal until payment
      to such Bondholder or Couponholder is duly made.

     

    
      	
              9.2

            	
              Extra
                Remuneration: If an Event of Default or Potential Event of
                Default shall have occurred or if the Trustee finds it expedient
                or
                necessary or is requested by the Issuer to undertake duties which
                they
                both agree to be of an exceptional nature or otherwise outside the
                scope
                of the Trustee’s normal duties under this Trust Deed, the Issuer will pay
                such additional remuneration as they may agree or, failing agreement
                as to
                any of the matters in this sub-Clause (or as to such sums referred
                to in
                Clause 9.1), as determined by an investment bank (acting as an expert)
                selected by the Trustee and approved by the Issuer or, failing such
                approval, nominated by the President for the time being of The Law
                Society
                of England and Wales. The expenses involved in such nomination and
                such
                investment bank’s fee will be shared equally between the Trustee and the
                Issuer. The determination of such investment bank will be conclusive
                and
                binding on the Issuer, the Trustee, the Bondholders and the
                Couponholders.

            


    

     

    
      	
              9.3

            	
              Expenses:
                The Issuer will also pay or discharge all costs, charges, liabilities
                and
                expenses properly incurred by the Trustee in the preparation and
                execution
                of this Trust Deed and the performance of its functions under this
                Trust
                Deed including, but not limited to, legal and travelling expenses
                and any
                stamp, documentary or other taxes or duties paid by the Trustee in
                connection with any legal proceedings properly brought or contemplated
                by
                the Trustee against the Issuer to enforce any provision of this Trust
                Deed, the Bonds or the Coupons. Such costs, charges, liabilities
                and
                expenses will be payable or reimbursable by the Issuer within 14
                days of
                demand by the Trustee and:

            


    

     

    
      	
               

            	
              9.3.1

            	
              in
                the case of
                payments made by the Trustee before such demand, will (if not paid
                within
                seven days of such demand) carry interest from the date of the demand
                at
                the rate of 1.5 per cent. per annum over the base rate of National
                Westminster Bank plc on the date on which the Trustee made such payments;
                and

            


    

     

    
      	
               

            	
              9.3.2

            	
              in
                other
                cases, will carry interest at such rate from 30 days after the date
                of the
                demand or (where the demand specifies that payment is to be made
                on an
                earlier date) from such earlier
                date.

            


    

     

    
      	
              9.4

            	
              Indemnity:
                Subject to Clause 11, the Issuer will on demand by the Trustee indemnify
                it in respect of Amounts or Claims
                properly paid
                or incurred by it in acting as trustee under this Trust Deed (including
                (1) any Agent/Delegate Liabilities and (2) in respect of disputing
                or
                defending any Amounts or Claims made against the Trustee or any
                Agent/Delegate Liabilities). The Issuer will on demand by such agent
                or
                delegate indemnify it against such Agent/Delegate Liabilities.
                “Amounts or Claims” are losses, liabilities, costs,
                claims, actions, demands or expenses and “Agent/Delegate
                Liabilities” are Amounts or Claims which the Trustee is or would
                be obliged to pay or reimburse to any of its agents or delegates
                appointed
                pursuant to this Trust Deed..

            


    

     

    
      	
              9.5

            	
              Withholding
                taxes: The Issuer hereby further undertakes to the Trustee that
                all moneys payable by the Issuer to the Trustee under Clause 9.1,
                9.2, 9.3
                and 9.4 shall be made without set off, counterclaim, deduction, or
                withholding, unless otherwise compelled by law. In the event of any
                deduction or withholding compelled by law, the Issuer will pay such
                additional amounts as will result in the payment to the Trustee of
                the
                amount which would otherwise have been paid by the Issuer to the
                Trustee
                under Clause 9.1, 9.2, 9.3 or 9.4 (as
                appropriate).

            


    

     

    
      	
              9.6

            	
              Continuing
                Effect: Unless otherwise stated specifically in any discharge of
                this Trust Deed, Clauses 9.3 and 9.4 will continue in full force
                and
                effect as regards the Trustee even if it no longer is
                Trustee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.7

            	
              No
                liability: The Trustee and any person acting on its behalf shall
                have no liability whatsoever to the Issuer, any Bondholders or any
                other
                person in respect of the exercise or non exercise of any discretion
                pursuant to Condition 6(i) or in respect of any sale of
                Redemption Settlement Shares whether for the timing of any such sale
                or
                the price at which any such Redemption Settlement Shares are sold
                or the
                inability to sell any such Redemption Settlement
                Shares.

            


    

     

     

    
      	
              10

            	
              Provisions
                Supplemental to the Trustee Act 1925 and the Trustee Act
                2000

            


    

     

    
      	
              10.1

            	
              Advice:
                The Trustee may act on the opinion or advice of, or information obtained
                from, any expert and will not be responsible to anyone for any loss
                occasioned by so acting whether such advice is obtained or addressed
                to
                the Issuer, the Trustee or any other person. Any such opinion, advice
                or
                information may be sent or obtained by letter or fax and the Trustee
                will
                not be liable to anyone for acting in good faith on any opinion,
                advice or
                information purporting to be conveyed by such means even if it contains
                some error or is not authentic.

            


    

     

    
      	
              10.2

            	
              Trustee
                to Assume Performance: The Trustee need not notify anyone of the
                execution of this Trust Deed or do anything to find out if an Event
                of
                Default or Potential Event of Default or Relevant Event has occurred.
                Until it has actual knowledge or express notice to the contrary,
                the
                Trustee may assume that no such event has occurred and that the Issuer
                is
                performing all its obligations under this Trust Deed, the Bonds and
                the
                Coupons.

            


    

     

    
      	
              10.3

            	
              Resolutions
                of Bondholders: The Trustee will not be responsible for having
                acted in good faith on a resolution purporting to have been passed
                at a
                meeting of Bondholders in respect of which minutes have been made
                and
                signed even if it is later found that there was a defect in the
                constitution of the meeting or the passing of the resolution or that
                the
                resolution was not valid or binding on the Bondholders or
                Couponholders.

            


    

     

    
      	
              10.4

            	
              Certificate
                signed by Authorised Signatories: If the Trustee, in the exercise
                of its functions, requires to be satisfied or to have information
                as to
                any fact or the expediency of any act, it may call for and accept
                as
                sufficient evidence of that fact or the expediency of that act a
                certificate signed by two Authorised Signatories as to that fact
                or to the
                effect that, in their opinion, that act is expedient and the Trustee
                need
                not call for further evidence and will not be responsible for any
                loss
                occasioned by acting on such a
                certificate.

            


    

     

    
      	
              10.5

            	
              Deposit
                of Documents: The Trustee may appoint as custodian, on any terms,
                any bank or entity whose business includes the safe custody of documents
                or any lawyer or firm of lawyers believed by it to be of good repute
                and
                may deposit this Trust Deed and any other documents with such custodian
                and pay all sums due in respect thereof. The Trustee is not obliged
                to
                appoint a custodian of securities payable to
                bearer.

            


    

     

    
      	
              10.6

            	
              Discretion:
                The Trustee will have absolute and uncontrolled discretion as to
                the
                exercise of its functions and will not be responsible for any loss,
                liability, cost, claim, action, demand, expense or inconvenience
                which may
                result from their exercise or
                non-exercise.

            


    

     

    
      	
              10.7

            	
              Agents:
                Whenever it considers it expedient in the interests of the Bondholders,
                the Trustee may, in the conduct of its trust business, instead of
                acting
                personally, employ and pay an agent selected by it, whether or not
                a
                lawyer or other professional person, to transact or conduct, or concur
                in
                transacting or conducting, any business and to do or concur in doing
                all
                acts required to be done by the Trustee (including the receipt and
                payment
                of money).

            


    

     

    
      	
              10.8

            	
              Delegation:
                Whenever it considers it expedient in the interests of the Bondholders,
                the Trustee may delegate to any person on any terms (including power
                to
                sub-delegate) all or any of its functions, and within a reasonable
                time
                thereafter inform the Issuer of such
                delegation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.9

            	
              Nominees:
                In relation to any asset held by it under this Trust Deed,
                the
                Trustee may appoint any person to act as its nominee on any
                terms.

            


    

     

    
      	
              10.10

            	
              Forged
                Bonds: The Trustee will not be liable to the Issuer or any
                Bondholder or Couponholder by reason of having accepted as valid
                or not
                having rejected any Bond or Coupon purporting to be such and later
                found
                to be forged or not authentic.

            


    

     

    
      	
              10.11

            	
              Confidentiality:
                Unless ordered to do so by a court of competent jurisdiction the
                Trustee
                shall not be required to disclose to any Bondholder or Couponholder
                any
                confidential financial or other information made available to the
                Trustee
                by the Issuer.

            


    

     

    
      	
              10.12

            	
              Determinations
                Conclusive: As between itself and the Bondholders and
                Couponholders the Trustee may determine all questions and doubts
                arising
                in relation to any of the provisions of this Trust Deed. Such
                determinations, whether made upon such a question actually raised
                or
                implied in the acts or proceedings of the Trustee, will be conclusive
                and
                shall bind the Trustee, the Bondholders and the
                Couponholders.

            


    

     

    
      	
              10.13

            	
              Currency
                Conversion: Where it is necessary or desirable to convert any sum
                from one currency to another, it will (unless otherwise provided
                hereby or
                required by law) be converted at such rate or rates, in accordance
                with
                such method and as at such date as may reasonably be specified by
                the
                Trustee but having regard to current rates of exchange, if available.
                Any
                rate, method and date so specified will be binding on the Issuer,
                the
                Bondholders and the Couponholders.

            


    

     

    
      	
              10.14

            	
              Events
                of Default: The Trustee may determine whether or not an Event of
                Default or Potential Event of Default is in its opinion capable of
                remedy
                and/or materially prejudicial to the interests of the Bondholders.
                Any
                such determination will be conclusive and binding on the Issuer,
                the
                Bondholders and the Couponholders.

            


    

     

    
      	
              10.15

            	
              Payment
                for and Delivery of Bonds: The Trustee will not be responsible
                for the receipt or application by the Issuer of the proceeds of the
                issue
                of the Bonds, any exchange of Bonds or the delivery of Bonds to the
                persons entitled to them.

            


    

     

    
      	
              10.16

            	
              Bonds
                held by the Issuer etc.: In the absence of knowledge or express
                notice to the contrary, the Trustee may assume without enquiry (other
                than
                requesting a certificate under Clause 9.12) that no Bonds are for
                the time
                being held by or on behalf of the Issuer, or its
                Subsidiaries.

            


    

     

    
      	
              10.17

            	
              Responsibility
                for agents etc.: If the Trustee exercises reasonable care in
                selecting any custodian, agent, delegate or nominee appointed under
                this
                clause (an “Appointee”), it will not have any obligation
                to supervise the Appointee or be responsible for any loss, liability,
                cost, claim, action, demand or expense incurred by reason of the
                Appointee’s misconduct or default or the misconduct or default of any
                substitute appointed by the
                Appointee.

            


    

     

    
      	
              10.18

            	
              No
                Responsibility for Ordinary Share Value: The Trustee shall not at
                any time be under any duty or responsibility to any Bondholder or
                Couponholder to determine whether any facts exist which may require
                any
                adjustment of the Conversion Price or with respect to the nature
                or extent
                of any such adjustment when made, or with respect to the method employed,
                or in this Trust Deed provided to be employed, in making the same.
                The
                Trustee shall not at any time be under any duty or responsibility
                in
                respect of the validity or value (or the kind or amount) of any Ordinary
                Shares (including Redemption Settlement Shares, as the case may be)
                which
                may at any time be made available or delivered upon the conversion
                of any
                Bond; and it makes no representation with respect thereto. The Trustee
                shall not be responsible for any failure of the Issuer to make available
                or deliver any Ordinary Shares or to make any payment upon the exercise
                of
                the Conversion Right in respect of any Bond or of the Issuer to comply
                with any of its covenants contained in this Trust
                Deed.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.19

            	
              Trustee
                not bound to act: The Trustee shall not be bound to take any
                action in connection with this Trust Deed or the Bonds or obligations
                arising pursuant thereto, including, without prejudice to the generality
                of the foregoing, forming an opinion or employing any financial adviser,
                where it is not reasonably satisfied that the Issuer will be able
                to
                indemnify the Trustee against all its liabilities and costs incurred
                in
                connection with such action and may demand prior to taking any such
                action
                that there be paid to it in advance such sums as it reasonably considers
                (without prejudice to any further demand) shall be sufficient so
                to
                indemnify it and on such demand being made the Issuer shall be obliged
                to
                make payment of such sums in full.

            


    

     

     

    
      	
              11

            	
              Trustee
                Liable for Negligence

            


    

     

    Section
      1 of the
      Trustee Act shall not apply to any function of the Trustee, provided that if
      the
      Trustee fails to show the degree of care and diligence required of it as
      trustee, nothing in this Trust Deed shall relieve or indemnify it from or
      against any liability which would otherwise attach to it in respect of any
      negligence, default, breach of duty or breach of trust of which it may be
      guilty.

     

     

    
      	
              12

            	
              Waiver
                and Proof of Default

            


    

     

    
      	
              12.1

            	
              Waiver:
                The Trustee may, without the consent of the Bondholders or Couponholders
                and without prejudice to its rights in respect of any subsequent
                breach,
                from time to time and at any time, if in its opinion the interests
                of the
                Bondholders will not be materially prejudiced thereby, waive or authorise,
                on such terms as seem expedient to it, any breach or proposed breach
                by
                the Issuer of this Trust Deed or the Conditions or determine that
                an Event
                of Default or Potential Event of Default will not be treated as such
                provided that the Trustee will not do so in contravention of an express
                direction given by an Extraordinary Resolution or a request made
                pursuant
                to Condition 9. No such direction or request will affect a previous
                waiver, authorisation or determination. Any such waiver, authorisation
                or
                determination will be binding on the Bondholders and the Couponholders
                and, if the Trustee so requires, will be notified to the Bondholders
                as
                soon as practicable.

            


    

     

    
      	
              12.2

            	
              Proof
                of Default: Proof that the Issuer has failed to pay a sum due to
                the holder of any one Bond or Coupon will (unless the contrary be
                proved)
                be sufficient evidence that it has made the same default as regards
                all
                other Bonds or Coupons which are then
                payable.

            


    

     

     

    
      	
              13

            	
              Trustee
                not Precluded from Entering into
                Contracts

            


    

     

    The
      Trustee and any
      other person, whether or not acting for itself, may acquire, hold or dispose
      of
      any Bond, Coupon or other security (or any interest therein) of the Issuer
      or
      any other person, may enter into or be interested in any contract or transaction
      with any such person and may act on, or as depositary or agent for, any
      committee or body of holders of any securities of any such person in each case
      with the same rights as it would have had if the Trustee were not acting as
      Trustee and need not account for any profit.

     

     

    
      	
              14

            	
              Modification
                and Substitution

            


    

     

    
      	
              14.1

            	
              Modification:

            


    

     

    
      	
            	
              14.1.1

            	
              The
                Trustee
                may agree without the consent of the Bondholders or Couponholders
                to any
                modification to this Trust Deed which is, in its opinion, of a formal,
                minor or technical nature or to correct a manifest or (to the satisfaction
                of the Trustee) proven error. The Trustee may also so agree to any
                modification to this Trust Deed which is in its opinion not materially
                prejudicial to the interests of the
                Bondholders.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              14.2

            	
              Substitution:

            


    

     

    
      	
            	
              14.2.1

            	
              The
                Trustee
                may, without the consent of the Bondholders or Couponholders, agree
                to the
                substitution of the Issuer’s successor in business or any Subsidiary of
                the Issuer or its successor in business (the “Substituted
                Obligor”) in place of the Issuer (or of any previous substitute
                under this sub-Clause) as the principal debtor under this Trust Deed,
                the
                Bonds and the Coupons provided
                that:

            


    

     

    
      	
               

            	
              (i)

            	
              a
                deed is
                executed or undertaking given by the Substituted Obligor to the Trustee,
                in form and manner satisfactory to the Trustee, agreeing to be bound
                by
                this Trust Deed, the Bonds and the Coupons and the Agency Agreement
                (with
                consequential amendments as the Trustee may deem appropriate) as
                if the
                Substituted Obligor had been named in this Trust Deed, the Bonds
                and the
                Coupons as the principal debtor in place of the
                Issuer;

            


    

     

    
      	
               

            	
              (ii)

            	
              if
                the
                Substituted Obligor is subject generally to the taxing jurisdiction
                of a
                territory or any authority of or in that territory with power to
                tax other
                than the territory to the taxing jurisdiction of which (or to any
                such
                authority of or in which) the Issuer is subject generally, the Substituted
                Obligor is in a position as of the date of such substitution to fulfil
                all
                payment obligations arising from or in connection with this Trust
                Deed,
                the Bonds or the Coupons, as applicable, without the necessity for
                any
                taxes or duties to be withheld at
                source;

            


    

     

    
      	
               

            	
              (iii)

            	
              if
                any two
                Directors of the Substituted Obligor certify that it will be solvent
                immediately after such substitution, the Trustee need not have regard
                to
                the Substituted Obligor’s financial condition, profits or prospects or
                compare them with those of the
                Issuer;

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                Issuer and
                the Substituted Obligor comply with such other requirements as the
                Trustee
                may reasonably direct in the interests of the
                Bondholders;

            


    

     

    
      	
               

            	
              (v)

            	
              (unless
                the
                Issuer’s successor in business is the Substituted Obligor as the principal
                debtor under this Trust Deed, the Bonds and the Coupons) the obligations
                of the Substituted Obligor as the principal debtor under this Trust
                Deed,
                the Bonds and the Coupons are guaranteed by the Issuer to the Trustee’s
                satisfaction by a document in such form and substance as the Trustee
                may
                require; and

            


    

     

    
      	
               

            	
              (vi)

            	
              the
                Bonds
                continue to be convertible into Ordinary Shares as provided in the
                Conditions.

            


    

     

    
      	
            	
              14.2.2

            	
              Release
                of Substituted Issuer: An agreement by the Trustee pursuant to
                Clause 14.2.1 will, if so expressed, release the Issuer (or a previous
                substitute) from any or all of its obligations under this Trust Deed,
                the
                Bonds and the Coupons. Notice of the substitution will be given to
                the
                Bondholders within 14 days of the execution of such documents and
                compliance with such requirements.

            


    

     

    
      	
            	
              14.2.3

            	
              Completion
                of Substitution: On completion of the formalities set out in this
                Clause 14.2, the Substituted Obligor will be deemed to be named in
                this
                Trust Deed, the Bonds and the Coupons as the principal debtor in
                place of
                the Issuer (or of any previous substitute) and this Trust Deed, the
                Bonds
                and the Coupons will be deemed to be amended as necessary to give
                effect
                to the substitution.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              15

            	
              Appointment,
                Retirement and Removal of the
                Trustee

            


    

     

    
      	
              15.1

            	
              Appointment:
                The Issuer has the power of appointing new trustees but no-one may
                be so
                appointed unless previously approved by an Extraordinary Resolution.
                A
                trust corporation will at all times be a Trustee and may be the sole
                Trustee. Any appointment of a new Trustee will be notified by the
                Issuer
                to the Bondholders as soon as
                practicable.

            


    

     

    
      	
              15.2

            	
              Retirement
                and Removal: Any Trustee may retire at any time on giving at
                least three months’ written notice to the Issuer without giving any reason
                or being responsible for any costs occasioned by such retirement
                and the
                Bondholders may by Extraordinary Resolution remove any Trustee provided
                that the termination of the Trustee’s appointment, its retirement or any
                removal of a sole trust corporation will not be effective until a
                trust
                corporation is appointed as successor Trustee. If a sole trust corporation
                gives notice of retirement or an Extraordinary Resolution is passed
                for
                its removal, the Issuer will use all reasonable endeavours to procure
                that
                another trust corporation be appointed as Trustee. If the Issuer
                has
                failed to appoint a trust corporation as Trustee within the three
                month
                notice period, the Trustee will be entitled to appoint an alternative
                trust corporation as Trustee, with the costs of such appointment
                being
                borne by the Issuer.

            


    

     

    
      	
              15.3

            	
              Co-Trustees:
                The Trustee may, despite Clause 14.1, by written notice to the Issuer
                appoint anyone to act as an additional Trustee jointly with the
                Trustee:

            


    

     

    
      	
            	
              15.3.1

            	
              if
                the Trustee
                considers the appointment to be in the interests of the Bondholders
                and/or
                the Couponholders;

            


    

     

    
      	
            	
              15.3.2

            	
              to
                conform
                with a legal requirement, restriction or condition in a jurisdiction
                in
                which a particular act is to be performed;
                or

            


    

     

    
      	
            	
              15.3.3

            	
              to
                obtain a
                judgment or to enforce a judgment or any provision of this Trust
                Deed in
                any jurisdiction.

            


    

     

    Subject
      to the
      provisions of this Trust Deed the Trustee may confer on any person so appointed
      such functions as it thinks fit. The Trustee may by written notice to the Issuer
      and that person remove that person. At the Trustee’s request, the Issuer will
      forthwith do all things as may be required to perfect such appointment or
      removal and irrevocably appoint the Trustee as its attorney in its name and
      on
      its behalf to do so.

     

    
      	
              15.4

            	
              Competence
                of a Majority of Trustees: If there are more than two Trustees
                the majority of them will be competent to perform the Trustee’s functions
                provided the majority includes a trust
                corporation.

            


    

     

    
      	
              15.5

            	
              Termination
                of Appointment: The appointment of the Trustee will forthwith
                terminate if at any time it becomes incapable of acting, or is adjudged
                bankrupt or insolvent, or files a voluntary petition in bankruptcy
                or
                makes an assignment for the benefit of its creditors or consents
                to the
                appointment of a receiver, administrator or other similar official
                of all
                or any substantial part of its property or admits in writing its
                inability
                to pay or meet its debts as they mature or suspends payments thereof,
                or
                if a resolution is passed or an order made for the winding up or
                dissolution of the Trustee, or if a receiver, administrator or other
                similar official of the Trustee or all or any substantial part of
                its
                property is appointed.

            


    

     

    
      	
              15.6

            	
              Merger
                of Trustee: Any corporation into which the Trustee shall be
                merged or with which it shall be consolidated or any company resulting
                from any such merger or consolidation, shall be a party hereto and
                shall
                be the Trustee under this Trust Deed without executing or filing
                any paper
                or document or any further act on its part or on the part of the
                parties
                hereto.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16

            	
              Couponholders

            


    

     

    No
      notices need be
      given to Couponholders. They will be deemed to have notice of the contents
      of
      any notice given to Bondholders. Even if it has express notice to the contrary,
      in exercising any of its functions by reference to the interests of the
      Bondholders, the Trustee will assume that the holder of each Bond is the holder
      of all Coupons relating to it.

     

     

    
      	
              17

            	
              Currency
                Indemnity

            


    

     

    
      	
              17.1

            	
              Currency
                of Account and Payment: US dollars or, in relation to Clause 9 or
                to the extent the Issuer makes an election under Condition 6(e),
                Condition 6(i)(iv) or Condition 9, as the case may be, pounds
                sterling (the “Contractual Currency”) is the sole
                currency of account and payment for all sums payable by the Issuer
                under
                or in connection with this Trust Deed, the Bonds and the Coupons,
                including damages.

            


    

     

    
      	
              17.2

            	
              Extent
                of discharge: An amount received or recovered in a currency other
                than the Contractual Currency (whether as a result of, or of the
                enforcement of, a judgment or order of a court of any jurisdiction,
                in the
                winding-up or dissolution of the Issuer or otherwise), by the Trustee
                or
                any Bondholder or Couponholder in respect of any sum expressed to
                be due
                to it from the Issuer will only discharge the Issuer to the extent
                of the
                Contractual Currency amount which the recipient is able to purchase
                with
                the amount so received or recovered in that other currency on the
                date of
                that receipt or recovery (or, if it is not practicable to make that
                purchase on that date, on the first date on which it is practicable
                to do
                so).

            


    

     

    
      	
              17.3

            	
              Indemnity:
                If that Contractual Currency amount is less than the Contractual
                Currency
                amount expressed to be due to the recipient under this Trust Deed,
                the
                Bonds or the Coupons, the Issuer will indemnify it against any loss
                sustained by it as a result. In any event, the Issuer will indemnify
                the
                recipient against the cost of making any such
                purchase.

            


    

     

    
      	
              17.4

            	
              Indemnity
                separate: The indemnities in this Clause 17 and in Clause 9
                constitute separate and independent obligations from the other obligations
                in this Trust Deed, will give rise to a separate and independent
                cause of
                action, will apply irrespective of any indulgence granted by the
                Trustee
                and/or any Bondholder or Couponholder and will continue in full force
                and
                effect despite any judgment, order, claim or proof for a liquidated
                amount
                in respect of any sum due under this Trust Deed, the Bonds and/or
                the
                Coupons or any other judgment or
                order.

            


    

     

     

    
      	
              18

            	
              Communications

            


    

     

    Any
      communication shall be by letter or fax:

     

    in
      the case of the Issuer, to it at:

     

    Shire
      plc

    Hampshire
      International Business Park

    Chineham

    Basingstoke

    Hampshire
      RG24
      8EP

     

    Fax
      no.         +44 (0) 1256
      894713

    Attention       Group
      Treasurer (copy to Legal Department)

     

    and
      in the case of the Trustee, to it at:

     

    BNY
      Corporate Trustee Services Limited

    40th
      Floor

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    One
      Canada Square

    London
      E14
      5AL

    United
      Kingdom

     

    Fax
      no.           +44 (0) 20
      7964 2536

    Attention          Manager,
      Trust Administration

     

    Communications
      will
      take effect, in the case of delivery, when delivered or, in the case of fax,
      when despatched. Communications not by letter shall be confirmed by letter
      but
      failure to send or receive that letter shall not invalidate the original
      communication.

     

     

    
      	
              19

            	
              Further
                Issues

            


    

     

    
      	
              19.1

            	
              Supplemental
                Trust Deed: If the Issuer issues further securities as provided
                in the Conditions, the Issuer shall, before their issue, execute
                and
                deliver to the Trustee a deed supplemental to this Trust Deed containing
                such provisions (corresponding to any of the provisions of this Trust
                Deed) as the Trustee may require.

            


    

     

    
      	
              19.2

            	
              Meetings
                of Bondholders: If the Trustee so directs, Schedule 3 shall apply
                equally to Bondholders and to holders of any securities issued pursuant
                to
                the Conditions as if references in it to “Bonds” and “Bondholders” were
                also to such securities and their holders
                respectively.

            


    

     

     

    
      	
              20

            	
              Counterparts

            


    

     

    This
      Trust Deed and
      any Trust Deed supplemental hereto may be executed and delivered in any number
      of counterparts, all of which, taken together, shall constitute one and the
      same
      deed and any party to this Trust Deed or any Trust Deed supplemental hereto
      may
      enter into the same by executing and delivering a counterpart.

     

     

    
      	
              21

            	
              Governing
                Law

            


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      1

    Form
      of
      Definitive Bond

     

    On
      the
      front:

     

    
      	
              Denomination

            	
              ISIN

            	
              Series

            	
              Certif.
                No.

            
	 	 	 	 
	
              U.S.$[●]

            	
              XS0299687482

            	 	 


    

    


     

     

    Shire
      plc

    (Incorporated
      with limited liability in England and Wales under the Companies Act
      1985

    with
      registered number 5492592)

    U.S.$1,100,000,000
      2.75 per cent. Convertible Bonds due 2014

    convertible
      into Ordinary Shares of Shire plc

     

    This
      Bond forms part
      of a series designated as specified in the title (the “Bonds”)
      of Shire plc (the “Issuer”) constituted by the Trust Deed
      referred to on the reverse hereof. The Bonds are subject to, and have the
      benefit of, that Trust Deed and the terms and conditions (the
“Conditions”) set out on the reverse hereof.

     

    This
      is to certify
      that, subject as provided in Condition 6(e) and Condition
      6(i), the bearer of this Bond is entitled on9 May 2014, or on such
      earlier date as the principal sum mentioned below may become repayable in
      accordance with the Conditions, to the principal sum of:

     

    U.S.$[●]
      ([●] United
      States dollars)

     

    together
      with
      interest on such principal sum from 9 May 2007 at the rate of 2.75 per cent.
      per
      annum payable semi-annually in arrear on 9 May and 9 November in each year,
      subject to and in accordance with the Conditions.

     

    This
      Bond shall not
      be valid or become obligatory for any purpose until authenticated by or on
      behalf of the Principal Paying and Conversion Agent.

     

    In
      witness whereof
      the Issuer has caused this Bond to be signed in facsimile on its
      behalf.

     

    Dated
      as of
      [●]

     

    SHIRE
      PLC

     

    By:

     

     

    Authorised
      Signatory

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Certificate
      of Authentication

     

    This
      Bond is
      authenticated by or on behalf of the Principal Paying and Conversion
      Agent.

     

    THE
      BANK OF
      NEW YORK

     

    as
      Principal Paying
      and Conversion Agent

     

    By:

     

    


     

    


     

    Authorised
      Signatory

     

    For
      the purposes of
      authentication only.

     

    ANY
      UNITED STATES
      PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
      STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
      AND 1287(a) OF THE INTERNAL REVENUE CODE.

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    


    On
      the
      back:

    


    TERMS
      AND CONDITIONS OF THE BONDS

     

    The
      issue
      of U.S.$1,100,000,000 2.75 per cent. Convertible Bonds due 2014 (the “Bonds”,
      which expression shall, unless otherwise indicated, include any further bonds
      issued pursuant to Condition 17 and consolidated and forming a single series
      with the Bonds) was (save in respect of any such further bonds) authorised
      by
      resolutions of the board of directors of Shire plc (the “Issuer”) passed on 24
      April 2007 and of a duly authorised committee of the board of directors of
      the
      Issuer passed on 1 May 2007. The Bonds are constituted by a trust deed dated
      9
      May 2007 (the “Trust Deed”) between the Issuer and BNY Corporate Trustee
      Services Limited (the “Trustee”, which expression shall include all persons for
      the time being appointed as the trustee or trustees under the Trust Deed) as
      trustee for the holders (as defined below) of the Bonds. The statements set
      out
      in these Terms and Conditions (the “Conditions”) are summaries of, and are
      subject to, the detailed provisions of the Trust Deed, which includes the forms
      of the Bonds and the interest coupons relating to them (the “Coupons”). The
      Bondholders and Couponholders (both as defined below) are entitled to the
      benefit of, and are bound by, and are deemed to have notice of, all the
      provisions of the Trust Deed and are deemed to have notice of those provisions
      applicable to them which are contained in the Paying and Conversion Agency
      Agreement dated 9 May 2007 (the “Agency Agreement”) relating to the Bonds
      between the Issuer, the Trustee, The Bank of New York (the “Principal Paying and
      Conversion Agent”, which expression shall include any successor as principal
      paying and conversion agent under the Agency Agreement) and the paying and
      conversion agents for the time being (such persons, together with the Principal
      Paying and Conversion Agent, being referred to below as the “Paying and
      Conversion Agents”, which expression shall include their successors as Paying
      and Conversion Agents under the Agency Agreement). Copies of the Trust Deed
      and
      the Agency Agreement are available for inspection at the office of the Trustee
      at 40th Floor, One Canada Square, London E14 5AL, United Kingdom, and at the
      specified offices of the Paying and Conversion Agents.

    


    


    
      	
              1

            	
              Form,
                Denomination, Title and
                Status

            


    

    


    
      	
              (a)

            	
              Form
                and Denomination

            


    

    


    The
      Bonds
      are in bearer form, serially numbered, in principal amounts of U.S.$100,000
      and
      integral multiples of U.S.$1,000 in excess thereof, up to and including
      U.S.$199,000, with Coupons attached on issue.

    


    
      	
              (b)

            	
              Title

            


    

    


    Title
      to
      the Bonds and Coupons will pass by delivery. The Bondholder (as defined below)
      with respect to any Bond will (except as otherwise required by law or as ordered
      by a court of competent jurisdiction) be treated as its absolute owner for
      all
      purposes (whether or not it is overdue and regardless of any notice of
      ownership, trust or any interest in it or its theft or loss or anything written
      on it) and no person will be liable for so treating the Bondholder.

    


    
      	
              (c)

            	
              Status

            


    

    


    The
      Bonds
      and Coupons constitute direct, unconditional, unsubordinated and (subject to
      Condition 2) unsecured obligations of the Issuer ranking pari passu and
      rateably, without any preference among themselves, and equally with all other
      existing and future unsecured and unsubordinated obligations of the Issuer
      but,
      in the event of insolvency, save for such obligations that may be preferred
      by
      provisions of law that are mandatory and of general application.

    


    
      	
              2

            	
              Negative
                Pledge

            


    

    


    So
      long as
      any of the Bonds remain outstanding (as defined in the Trust Deed) the Issuer
      will not create or permit to subsist, and will procure that none of its
      Principal Subsidiaries will create or permit to subsist, any mortgage, charge,
      pledge, lien or other form of encumbrance or security interest upon the whole
      or
      any part of their respective undertakings, assets or revenues present or future
      to secure any Relevant Indebtedness, or any guarantee of or indemnity in respect
      of any Relevant Indebtedness unless, at the same time or prior thereto, the
      Issuer’s obligations under the Bonds, Coupons and the Trust Deed (a) are secured
      equally and rateably therewith or benefit from a guarantee or indemnity on
      substantially identical terms thereto, as the case may be, in each case to
      the
      satisfaction of


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      Trustee, or (b) have the benefit of such other security, guarantee, indemnity
      or
      other arrangement as the Trustee in its absolute discretion shall deem to be
      not
      materially less beneficial to the Bondholders or as shall be approved by an
      Extraordinary Resolution of the Bondholders.

    


    For
      the
      purposes of these Conditions, “Relevant Indebtedness” means any present or
      future indebtedness in the form of, or represented by, bonds, notes, debentures,
      loan stock or other securities which are for the time being, or are intended,
      with the agreement of the Issuer, to be quoted, listed or ordinarily dealt
      in on
      any stock exchange and which have an original maturity of more than one year
      from their date of issue.

    


    
      	
              3

            	
              Definitions

            


    

    


    In
      these
      Conditions, unless otherwise provided:

    


    “Additional
      Ordinary Shares” has the meaning provided in Condition
      5(c).

    


    “ADS”
      means a depositary share, evidenced by a depositary receipt, representing,
      as at the Closing Date, three Ordinary Shares and issued pursuant to the Deposit
      Agreement.

    


    “Aggregate
      Value” means, in respect of any dealing day, the U.S. dollar amount
      calculated as follows:

    


    AV
      = OS x
      MP x PR

    


    where:

    


    
      	
              AV

               

            	
              means
                the Aggregate Value;

               

            
	 	 
	
              OS

               

            	
              means
                the number of Ordinary Shares determined by dividing U.S.$100,000
                by the
                Conversion Price in effect on such dealing day (rounded down if necessary
                to the nearest whole number of Ordinary Shares);

               

            
	 	 
	
              MP

               

            	
              means
                the Volume Weighted Average Price of an Ordinary Share on such dealing
                day
                (provided that if on any such dealing day the Volume Weighted Average
                Price shall have been quoted cum Dividend on the Ordinary Shares
                or cum
                any other entitlement the Volume Weighted Average Price on such dealing
                day shall (for this purpose only) be deemed to be the amount thereof
                reduced by an amount equal to the Fair Market Value of any such Dividend
                or entitlement per Ordinary Share as at the date of the first public
                announcement of such Dividend or entitlement (or if that is not a
                dealing
                day, the immediately preceding dealing day)); and

               

            
	 	 
	
              PR

               

            	
              means
                Prevailing Rate

               

            


    

    


    “Bondholder”
      means the holder of any Bond.

    


    “business
      day” means, in relation to any place, a day (other than a Saturday or
      Sunday) on which commercial banks and foreign exchange markets are open for
      business in that place.

    


    “Cash
      Settlement Amount” has the meaning provided in Condition
      6(i).

    


    “Change
      of Control” has the meaning provided in Condition
      5(b)(x).

    


    “Change
      of Control Event Put Date” has the meaning provided in Condition
      6(d).

    


    “Change
      of Control Notice” has the meaning provided in Condition
      5(g).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Change
      of Control Period” has the meaning provided in Condition
      5(b)(x).

    


    “Closing
      Date” means 9 May 2007.

    


    “Companies
      Act” means the Companies Act 1985.

    


    “Conversion
      Date” has the meaning provided in Condition 5(h).

    


    “Conversion
      Notice” has the meaning provided in Condition 5(h).

    


    “Conversion
      Period” has the meaning provided in Condition 5(a).

    


    “Conversion
      Price” has the meaning provided in Condition 5(a).

    


    “Conversion
      Right” has the meaning provided in Condition 5(a).

    


    “Couponholder”
      means the holder of any Coupon.

    


    “Current
      Market Price” means, in respect of an Ordinary Share at a particular date,
      the average of the Volume Weighted Average Price of an Ordinary Share for the
      five consecutive dealing days ending on the dealing day immediately preceding
      such date; provided that if at any time during the said five-dealing-day period
      the Volume Weighted Average Price shall have been based on a price ex-Dividend
      (or ex- any other entitlement) and during some other part of that period the
      Volume Weighted Average Price shall have been based on a price cum-Dividend
      (or
      cum any other entitlement), then:

    


    
      	
              (a)

            	
              if
                the Ordinary Shares to be issued and delivered do not rank for the
                Dividend (or entitlement) in question, the Volume Weighted Average
                Price
                of an Ordinary Share on the dates on which that price shall have
                been
                based on a price cum-Dividend (or cum any other entitlement) shall
                for the
                purpose of this definition be deemed to be the amount thereof reduced
                by
                an amount equal to the Fair Market Value of any such payment or
                entitlement per Ordinary Share as at the date of the first public
                announcement of such Dividend (or entitlement) (excluding any associated
                tax credit and less the tax (if any) falling to be deducted on payment
                thereof to a resident in the United Kingdom);
                or

            


    

    


    
      	
              (b)

            	
              if
                the Ordinary Shares to be issued and delivered do rank for the Dividend
                (or entitlement) in question, the Volume Weighted Average Price of
                an
                Ordinary Share on the dates on which that price shall have been based
                on a
                price ex-Dividend (or ex- any other entitlement) shall for the purpose
                of
                this definition be deemed to be the amount thereof increased by an
                amount
                equal to the Fair Market Value of any such Dividend or entitlement
                per
                Ordinary Share as at the date of the first public announcement of
                such
                payment (or entitlement),

            


    

    


    and
      provided further that if on each of the said five dealing days the Volume
      Weighted Average Price of an Ordinary Share shall have been based on a price
      cum
      Dividend (or cum any other entitlement) which has been declared or announced
      but
      the Ordinary Shares to be issued and delivered do not rank for that payment
      (or
      other entitlement) the Volume Weighted Average Price on each of such dates
      shall
      for the purposes of this definition be deemed to be the amount thereof reduced
      by an amount equal to the Fair Market Value of any such Dividend or entitlement
      per Ordinary Share as at the date of the first public announcement of such
      Dividend (or entitlement) (excluding any associated tax credit and less the
      tax
      (if any) falling to be deducted on payment thereof to a resident in the United
      Kingdom),

    


    and
      provided further that, if the Volume Weighted Average Price of an Ordinary
      Share
      is not available on one or more of the said five dealing days (disregarding
      for
      this purpose the proviso to the definition of Volume Weighted Average Price),
      then the average of such Volume Weighted Average Prices which are available
      in
      that five-dealing-day period shall be used (subject to a minimum of two such
      prices) and if only one, or no, such Volume Weighted Average Price is available
      in the relevant period the Current Market Price shall be determined in good
      faith by a Financial Adviser.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “dealing
      day” means a day on which the Relevant Stock Exchange or relevant stock
      exchange or securities market is open for business (other than a day on which
      the Relevant Stock Exchange or relevant stock exchange or securities market
      is
      scheduled to or does close prior to its regular weekday closing
      time).

    


    “Deposit
      Agreement” means the deposit agreement, dated as of 21 November 2005 and
      governed by the laws of the State of New York, between the Issuer and the
      Depositary and all holders from time to time of ADSs or any deposit agreement
      which replaces it.

    


    “Depositary”
      means JPMorgan Chase Bank, N.A or its successor.

    


    “Dividend”
      means any dividend or distribution to Shareholders (including a Spin-Off)
      whether of cash, assets or other property, and however described and whether
      payable out of share premium account, profits, retained earnings or any other
      capital or revenue reserve or account (and for these purposes a distribution
      of
      assets includes without limitation an issue of Ordinary Shares (whether or
      not
      represented, in whole or in part, by ADSs), or other Securities credited as
      fully or partly paid up by way of capitalisation of profits or reserves)
      provided that:

    


    
      	
              (a)

            	
              where
                a Dividend in cash is announced which is to be, or may at the election
                of
                a Shareholder or Shareholders (or the holder or holders of ADSs)
                be,
                satisfied by the issue or delivery of Ordinary Shares (or ADSs) or
                other
                property or assets, or where a capitalisation of profits or reserves
                is
                announced which is to be, or may at the election of a Shareholder
                or
                Shareholders (or the holder or holders of ADSs) be, satisfied by
                the
                payment of cash, then for the purposes of this definition the Dividend
                in
                question shall be treated as a Dividend of the greater of (i) such
                cash
                amount and (ii) the Current Market Price of such Ordinary Shares
                (or in
                the case of such ADSs, the Ordinary Shares represented thereby) or,
                as the
                case may be, Fair Market Value of such other property or assets (as
                at the
                date of the first public announcement of such Dividend or capitalisation
                (as the case may be) or if later, the date on which the number of
                Ordinary
                Shares (or ADSs or amount of property or assets, as the case may
                be) which
                may be issued and delivered is
                determined);

            


    

    


    
      	
              (b)

            	
              where
                a Dividend in cash is announced and at the same time a corresponding
                payment in U.S. dollars to holders of ADSs is announced, then for
                the
                purposes of this definition, the Dividend in question shall be calculated
                based on such Dividend in cash in respect of Ordinary Shares in issue
                (whether or not represented by
                ADSs);

            


    

    


    
      	
              (c)

            	
              any
                issue of Ordinary Shares falling within Condition 5(b)(ii) (and,
                for the avoidance of doubt, any issue or offer falling within Condition
                5(b) (iv), (v) or (ix)) shall be
                disregarded;

            


    

    


    
      	
              (d)

            	
              a
                purchase or redemption or buy back of share capital of the Issuer
                by the
                Issuer or any Subsidiary of the Issuer shall not constitute a Dividend
                unless, in the case of a purchase or redemption or buy back of Ordinary
                Shares by or on behalf of the Issuer or any of its Subsidiaries,
                the
                weighted average price per Ordinary Share (before expenses) on any
                one day
                (a “Specified Share Day”) in respect of such purchases or redemptions or
                buy backs exceeds by more than 5 per cent. the average of the closing
                prices of the Ordinary Shares on the Relevant Stock Exchange (as
                published
                by or derived from the Relevant Stock Exchange) on the five dealing
                days
                immediately preceding the Specified Share Day or, where an announcement
                (excluding, for the avoidance of doubt for these purposes, any general
                authority for such purchases, redemptions or buy backs approved by
                a
                general meeting of Shareholders or any notice convening such a meeting
                of
                Shareholders) has been made of the intention to purchase, redeem
                or buy
                back Ordinary Shares at some future date at a specified price, on
                the five
                dealing days immediately preceding the date of such announcement,
                in which
                case such purchase, redemption or buy back shall be deemed to constitute
                a
                cash Dividend in Sterling to the extent that the aggregate price
                paid
                (before expenses) in respect of such Ordinary Shares purchased by
                the
                Issuer or, as the case may be, any of its Subsidiaries exceeds the
                product
                of (i) 105 per cent. of the average closing price of the Ordinary
                Shares
                determined as aforesaid and (ii) the number of Ordinary Shares so
                purchased, redeemed or bought back;

            


    

    


    
      	
              (e)

            	
              a
                purchase of ADSs by the Issuer or any of its Subsidiaries shall not
                constitute a Dividend unless the weighted average price per ADS (before
                expenses) on any one day (a “Specified ADS Day”) in respect of such
                purchases exceeds by more than 5 per cent. the average of the closing
                prices of the ADSs on the Relevant Stock Exchange (as published by
                or
                derived from the Relevant Stock Exchange) on the five dealing days
                immediately preceding the Specified ADS Day or, where an announcement
                (excluding for the avoidance of doubt for these purposes, any general
                authority for such purchases approved by a general meeting of Shareholders
                or any notice convening such a meeting of Shareholders) has been
                made of
                the intention to purchase ADSs at some future date at a specified
                price,
                on the five dealing days immediately preceding the date of such
                announcement, in which case such purchase shall be deemed to constitute
                a
                cash Dividend in Sterling to the extent that the aggregate price
                paid
                (before expenses) in respect
                of such

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
          
             

            
              
                	
                           
                          

                      	
                        
                          ADSs
                            purchased by the Issuer or any of its Subsidiaries (translated
                            where
                            appropriate into Sterling at the Prevailing Rate on the
                            date of such
                            purchase) exceeds the product of (i) 105 per cent. of
                            the average closing
                            prices of the ADSs determined as aforesaid and translated
                            into Sterling at
                            the Prevailing Rate on the date of such purchase and
                            (ii) the number of
                            ADSs so purchased;

                        

                      


              

               

            

            
              	
                      (f)

                    	
                      if
                        the Issuer or any of its Subsidiaries shall purchase any
                        other depositary
                        or other receipts or certificates representing Ordinary Shares,
                        the
                        provisions of paragraph (e) shall be applied in respect thereof
                        in such
                        manner and with such modifications (if any) as shall be determined
                        in good
                        faith by a Financial Adviser.

                    


            

             

          

        

      

    

    “EBITDA”
      means earnings before deducting interest, tax, depreciation, amortisation
      and any non-cash write-offs in respect of business combinations, including
      in-process research and development write-offs and inventory fair value
      adjustments.

    


    “Exchangeable
      Ordinary Shares” means issued and outstanding shares in the share capital
      of Shire Acquisition, Inc., a Canadian corporation which is a subsidiary of
      the
      Issuer and the terms of which permit the holders of such shares to surrender
      each such share for either an ADS or three Ordinary Shares.

    


    “Exempt
      Newco Scheme” means a Newco Scheme (as defined below) where immediately
      after completion of the relevant Scheme of Arrangement the ordinary shares
      of
      Newco are (1) admitted to trading on the London Stock Exchange or (2) admitted
      to listing on such other regulated, regularly operating, recognised stock
      exchange or securities market as the Issuer or Newco may determine.

    


    “Extraordinary
      Resolution” has the meaning ascribed to it in the Trust Deed.

    


    “Fair
      Market Value” means, with respect to any property on any date, the fair
      market value of that property provided that (i) the Fair Market Value of a
      cash
      Dividend shall be the amount of such cash Dividend; (ii) the Fair Market Value
      of any other cash amount shall be the amount of such cash; (iii) where
      Securities, Spin-Off Securities, options, warrants or other rights are publicly
      traded in a market of adequate liquidity (as determined by a Financial Adviser),
      the fair market value (a) of such Securities or Spin-Off Securities shall equal
      the arithmetic mean of the daily Volume Weighted Average Prices of such
      Securities or Spin-Off Securities as determined in good faith by a Financial
      Adviser and (b) of such options, warrants or other rights shall equal the
      arithmetic mean of the daily closing prices of such options, warrants or other
      rights as determined in good faith by a Financial Adviser, in the case of both
      (a) and (b) during the period of five trading days on the relevant market
      commencing on such date (or, if later, the first such trading day such Spin-Off
      Securities options, warrants or other rights are publicly traded); (iv) where
      Securities, Spin-Off Securities, options, warrants or other rights are not
      publicly traded (as aforesaid), the Fair Market Value of such Securities,
      Spin-Off Securities, options, warrants or other rights shall be determined
      in
      good faith by a Financial Adviser, on the basis of a commonly accepted market
      valuation method and taking account of such factors as it considers appropriate,
      including the market price per Ordinary Share, the dividend yield of an Ordinary
      Share, the volatility of such market price, prevailing interest rates and the
      terms of such Securities, Spin-Off Securities, options, warrants or other
      rights, including as to the expiry date and exercise price (if any) thereof;
      (v)
      in the case of (i) without prejudice to sub-paragraph (b) of the definition
      of
“Dividend”, amounts shall be translated into Sterling (if declared or paid or
      payable in a currency other than Sterling) at the rate of exchange used to
      determine the amount payable to Shareholders who were paid or are to be paid
      or
      are entitled to be paid the cash Dividend in Sterling; and in any other case,
      amounts shall be translated into Sterling (if expressed in a currency other
      than
      Sterling) at such rate of exchange as may be determined in good faith by the
      Issuer to be the spot rate ruling at the close of business on that date (or
      if
      no such rate is available on that date the equivalent rate on the immediately
      preceding date on which such a rate is available) and (vi) in the case of (i)
      and (ii) Fair Market Value shall be determined disregarding any withholding
      or
      deduction required to be made on account of tax and any associated tax
      credit.

    


    “Final
      Maturity Date” means 9 May 2014.

    


    “Financial
      Adviser” means an independent investment bank of international repute
      appointed by the Issuer and approved in writing by the Trustee or, if the Issuer
      fails to make such appointment and such failure continues for a reasonable
      period (as determined by the Trustee) and the Trustee is indemnified and/or
      secured to its satisfaction against the costs, fees and expenses of such
      adviser, appointed by the Trustee following notification to the
      Issuer.

    


    “Group”
      means the Issuer and its consolidated Subsidiaries.

    


    “Interest
      Payment Date” has the meaning provided in Condition
      4(a).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “London
      Stock Exchange” means the London Stock Exchange plc.

    


    “NASDAQ”
      means the NASDAQ National Market and any successor entity
      thereto.

    


    “Newco
      Scheme” means a scheme of arrangement or analogous proceeding (the “Scheme
      of Arrangement”) which effects the interposition of a limited liability company
      (“Newco”) between the Shareholders of the Issuer immediately prior to the scheme
      of arrangement (the “Existing Shareholders”) and the Issuer; provided that only
      ordinary shares of Newco are issued to Existing Shareholders and that
      immediately after completion of the scheme of arrangement the only shareholders
      of Newco are the Existing Shareholders and that all Subsidiaries of the Issuer
      immediately prior to the scheme of arrangement (other than Newco, if Newco
      is
      then a Subsidiary of the Issuer) are Subsidiaries of the Issuer (or of Newco)
      immediately after the scheme of arrangement.

    


    “Maximum
      Number of Conversion Ordinary Shares” has the meaning provided in Condition
      5(a).

    


    “Optional
      Redemption Date” has the meaning provided in Condition
      6(b).

    


    “Optional
      Redemption Notice” has the meaning provided in Condition
      6(b).

    


    “Ordinary
      Shares” means fully paid ordinary shares in the capital of the Issuer
      currently with a par value of £0.05 each.

    


    A
      “person” includes any individual, company, corporation, firm,
      partnership, joint venture, undertaking, association, organisation, trust,
      state
      or agency of a state (in each case whether or not being a separate legal
      entity).

    


    “Presentation
      Date” means a day which:

    


    
      	
              (a)

            	
              is
                or falls after the relevant due date, but, if the due date is not
                or was
                not a business day in New York City, is or falls after the next following
                such business day; and

            


    

    


    
      	
              (b)

            	
              is
                a
                business day in the place of the specified office of the Paying and
                Conversion Agent at which the Bond or Coupon is presented for
                payment.

            


    

    


    “Prevailing
      Rate” means, in respect of any dealing day, the noon buying rate in New
      York City for cable transfer in Sterling, as reported by the Federal Reserve
      Bank of New York on such dealing day or, if on such dealing day such rate is
      not
      available, such rate prevailing on the immediately preceding day on which such
      rate is so available.

    


    “Principal
      Subsidiary” means at any time a Subsidiary of the Issuer:

    


    
      	
              (a)

            	
              whose
                EBITDA (in each case consolidated in the case of a Subsidiary which
                itself
                has Subsidiaries) represents 10 per cent. or more of the consolidated
                EBITDA of the Group all as calculated by reference to the then latest
                audited US GAAP accounts (consolidated or, as the case may be,
                unconsolidated) of such Subsidiary and the then latest consolidated
                audited US GAAP accounts of the Group, provided that (i) if the latest
                audited consolidated accounts of the Group show a negative EBITDA,
                then
                any Subsidiary of the Issuer whose then latest audited accounts
                (consolidated in the case of a Subsidiary which itself has Subsidiaries)
                show a positive EBITDA shall be a Principal Subsidiary, (ii) in the
                case
                of a Subsidiary acquired or an entity which becomes a Subsidiary
                after the
                end of the financial period to which the then latest audited consolidated
                accounts of the Group relate, the reference to the then latest audited
                consolidated accounts of the Group for the purposes of the calculation
                above shall, until consolidated audited accounts of the Group are
                published for the financial period in which the acquisition is made
                or, as
                the case may be, in which such entity becomes a Subsidiary, be deemed
                to
                be a reference to the then latest consolidated accounts of the Group
                adjusted in such manner as may be appropriate to consolidate the
                latest
                audited accounts (consolidated or, as the case may be, unconsolidated)
                of
                such Subsidiary in such accounts; (iii) if, in the case of any Subsidiary
                which itself has Subsidiaries, no consolidated accounts are prepared
                and
                audited, its consolidated EBITDA shall be determined on the basis
                of pro
                forma consolidated accounts of the relevant Subsidiary; (iv) if the
                accounts of any Subsidiary (not being a Subsidiary referred to in
                (ii)
                above) are not consolidated with those of the Group, then the
                determination of whether or not such Subsidiary is a Principal Subsidiary
                shall be based on a pro forma consolidation of its accounts (consolidated,
                if appropriate) with the consolidated accounts of the Group; (v)
                if the
                latest accounts of any Subsidiary of the Group are not prepared on
                the
                basis of the same accounting principles, policies and practices of
                the
                latest consolidated audited accounts of the Group, then the determination
                of whether or not

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              
                
                  
                    such
                      Subsidiary is a Principal Subsidiary shall be based on pro
                      forma accounts
                      or, as the case may be, consolidated accounts of such Subsidiary
                      prepared
                      on the same accounting principles, policies and practices as
                      adopted in
                      the latest consolidated audited accounts of the Group, or as
                      appropriate
                      restatement or adjustment to the relevant accounts of such
                      Subsidiary; and
                      (vi) if, in the case of any Subsidiary which is not required
                      by applicable
                      law or regulation to prepare audited accounts, the latest accounts
                      of such
                      Subsidiary are not audited, then the determination of whether
                      or not such
                      Subsidiary is a Principal Subsidiary shall be based on unaudited
                      accounts
                      or, as the case may be, consolidated accounts of such Subsidiary
                      prepared
                      upon the same accounting principles, policies and practices
                      as adopted in
                      the latest consolidated audited accounts of the Group;
                      or

                  

                

              

            


    

    


    
      	
              (b)

            	
              to
                which is transferred the whole or substantially the whole of the
                assets
                and undertaking of a Subsidiary which immediately prior to such transfer
                was a Principal Subsidiary, provided that the Subsidiary which so
                transfers its assets and undertakings shall forthwith upon such transfer
                cease to be a Principal Subsidiary and the Subsidiary to which the
                assets
                and undertaking are so transferred shall cease to be a Principal
                Subsidiary at the date on which the first published audited consolidated
                accounts of the Group prepared as of a date later than such transfer
                are
                issued, unless such Subsidiary would continue to be a Principal Subsidiary
                on the basis of such accounts by virtue of the provisions of paragraph
                (a)
                above.

            


    

    


    A
      certificate from a Director of the Issuer that, in their opinion, a Subsidiary
      of the Issuer is or is not or was or was not at any particular time a Principal
      Subsidiary shall, in the absence of manifest error, be conclusive and binding
      on
      the Trustee and the Bondholders.

    


    “Redemption
      Notice Cut-off Date” has the meaning provided in Condition
      6(i).

    


    “Redemption
      Settlement Shares” has the meaning provided in Condition
      6(i).

    


    “Reference
      Date” has the meaning provided in Condition 5(h).

    


    “Relevant
      Date” means, in respect of any Bond or Coupon, whichever is the later of
      (i) the date on which payment in respect of it first becomes due and (ii) if
      any
      amount of the money payable is improperly withheld or refused the date on which
      payment in full of the amount outstanding is made or (if earlier) the date
      on
      which notice is duly given by the Issuer or to the Bondholders in accordance
      with Condition 16 that, upon further presentation of the Bond or Coupon, where
      required pursuant to these Conditions, being made, such payment will be made,
      provided that such payment is in fact made as provided in these
      Conditions.

    


    “Relevant
      Stock Exchange” means, in respect of the Ordinary Shares, the London Stock
      Exchange (or if at the relevant time the Ordinary Shares are not listed on
      the
      London Stock Exchange, the principal stock exchange or securities market on
      which the Ordinary Shares are then listed or quoted or dealt in) and, in respect
      of ADSs, means NASDAQ (or if at the relevant time the ADSs are not listed on
      NASDAQ, the principal stock exchange or securities market on which the ADSs
      are
      then listed or quoted or dealt in).

    


    “Retroactive
      Adjustment” has the meaning provided in Condition
      5(c).

    


    “Securities”
      means any securities including, without limitation, Ordinary Shares, or
      options, warrants or other rights to subscribe for or purchase or acquire
      Ordinary Shares.

    


    “Shareholders”
      means the holders of Ordinary Shares.

    


    “Share
      Settlement Option” has the meaning provided in Condition
      6(i).

    


    “Share
      Settlement Option Notice” has the meaning provided in Condition
      6(a) or as appropriate 6(d).

    


    “Share
      Settlement Option Notice Annulment” has the meaning provided in Condition
      6(i).

    


    “Specified
      Date” has the meaning provided in Conditions 5(b)(vii) and
      (viii).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Spin-Off”
      means:

    


    
      	
              (a)

            	
              a
                distribution of Spin-Off Securities by the Issuer to Shareholders
                as a
                class; or

            


    

    


    
      	
              (b)

            	
              any
                issue, transfer or delivery of any property or assets (including
                cash or
                shares or securities of or in or issued or allotted by any entity)
                by any
                entity (other than the Issuer) to Shareholders as a class or, in
                the case
                of or in connection with a Newco Scheme, Existing Shareholders as
                a class
                (but excluding the issue and allotment of ordinary shares by Newco
                to
                Existing Shareholders as a class), pursuant in each case to any
                arrangements with the Issuer or any of its
                Subsidiaries.

            


    

    


    “Spin-Off
      Securities” means equity share capital of an entity other than the Issuer
      or options, warrants or other rights to subscribe for or purchase equity share
      capital of an entity other than the Issuer.

    


    “Subsidiary”
      means, in respect of any entity, any undertaking which is for the time
      being a subsidiary undertaking of that entity within the meaning of Section
      736
      of the Companies Act.

    


    “UK
      Listing Authority” means the Financial Services Authority in its capacity
      as competent authority for the purposes of the Financial Services and Markets
      Act 2000.

    


    “Volume
      Weighted Average Price” means, in respect of an Ordinary Share, a Security
      or, as the case may be, a Spin-Off Security on any dealing day, the
      volume-weighted average price of an Ordinary Share, a Security or, as the case
      may be, a Spin-Off Security published by or derived (in the case of an Ordinary
      Share) from the price displayed under the heading “Bloomberg VWAP” on Bloomberg
      page SHP LN AQR (or any successor page) in respect of the period from 8.00am.
      to
      4.30pm., London time, on such dealing day or (in the case of a Security or
      Spin-Off Security) from the principal stock exchange or securities market on
      which such Securities or Spin-Off Securities are then listed or quoted or dealt
      in, if any or, in any such case, such other source as shall be determined to
      be
      appropriate by a Financial Adviser on such dealing day, provided that if on
      any
      such dealing day where such price is not available or cannot otherwise be
      determined as provided above, the Volume Weighted Average Price of an Ordinary
      Share, Security or a Spin-Off Security, as the case may be, in respect of such
      dealing day shall be the Volume Weighted Average Price, determined as provided
      above, on the immediately preceding dealing day on which the same can be so
      determined.

    


    “£”
      and “Sterling” and “pounds sterling” mean the lawful
      currency for the time being of the United Kingdom of Great Britain and Northern
      Ireland.

    


    “U.S.$”
      and “U.S. dollars” mean the lawful currency for the time being of
      the United States of America.

    


    References
      to any provision of any statute shall be deemed also to refer to any statutory
      modification or re-enactment thereof or any statutory instrument, order or
      regulation made thereunder or under such modification or
      re-enactment.

    


    In
      making
      any calculation or determination of Current Market Price or Volume Weighted
      Average Price, the Issuer shall instruct the Financial Adviser to determine
      such
      adjustments (if any) as that Financial Adviser considers appropriate to reflect
      any consolidation or sub-division of the Ordinary Shares or any issue of
      Ordinary Shares by way of capitalisation of profits or reserves and the Current
      Market Price or Volume Weighted Average Price shall be adjusted
      accordingly.

    


    References
      to any issue or offer or grant to Shareholders or Existing Shareholders “as a
      class” or “by way of rights” shall be taken to be references to an issue or
      offer or grant to all or substantially all Shareholders or Existing
      Shareholders, as the case may be, other than Shareholders or Existing
      Shareholders, as the case may be, to whom, by reason of the laws of any
      territory or requirements of any recognised regulatory body or any other stock
      exchange or securities market in any territory or in connection with fractional
      entitlements, it is determined not to make such issue or offer or
      grant.

    


    For
      the
      purposes of Conditions 5(b), (c), (h) and
(i), Condition 6(i) and Condition 10 only, (a)
      references to
      the “issue” of Ordinary Shares shall include the transfer and/or delivery of
      Ordinary Shares, whether newly issued and allotted or previously existing or
      held by or on behalf of the Issuer or any of its Subsidiaries, and (b) Ordinary
      Shares held by or on behalf of the Issuer or any of its respective Subsidiaries
      (and which, in the case of Condition 5(b)(iv) and (vi), do not rank for
      the relevant right or other entitlement) shall not be considered as or treated
      as “in issue”. For the purposes of Conditions 5(b), (c) and
(d), the number of Ordinary Shares “in


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    issue”
on
      any date shall be deemed to include the number of Ordinary Shares into which
      the
      holders of any outstanding Exchangeable Ordinary Shares are entitled to exchange
      on such date (whether or not the terms of the Exchangeable Ordinary Shares
      actually permit exchange on such date) and references to Shareholders, Existing
      Shareholders and Dividend in such Conditions shall be construed
      accordingly.

    


    References
      in these Conditions to listing on the London Stock Exchange plc (or like or
      similar references) shall be construed as admission to the Official List of
      the
      UK Listing Authority and admission to trading on the EEA Regulated Market of
      the
      London Stock Exchange and references to “EEA Regulated Market” means a market as
      defined by Article 1(13) of the Investment Services Directive
      93/22/EEC.

    


    Any
      determination by a Financial Adviser appointed by the Issuer in any of the
      circumstances contemplated in these Conditions shall (save in the case of
      manifest error) be final and binding on the Issuer, the Trustee, the Paying
      and
      Conversion Agent and the Bondholders.

    


    
      	
              4

            	
              Interest

            


    

    


    
      	
              (a)

            	
              Interest
                Rate

            


    

    


    The
      Bonds
      bear interest from and including the Closing Date at the rate of 2.75 per cent.
      per annum calculated by reference to the principal amount thereof and payable
      semi-annually in equal instalments in arrear on 9 May and 9 November in each
      year (each an “Interest Payment Date”), commencing with the Interest Payment
      Date falling on 9 November 2007.

    


    The
      amount
      of interest payable in respect of any period which is not an Interest Period
      shall be calculated on the basis of a 360 day year consisting of 12 months
      of 30
      days each and, in the case of an incomplete month, the number of days
      elapsed.

    


    “Interest
      Period” means the payment period beginning on (and including) the Closing
      Date and ending on (but excluding) the first Interest Payment Date and each
      successive period beginning on (and including) an Interest Payment Date and
      ending on (but excluding) the next succeeding Interest Payment
      Date.

    


    
      	
              (b)

            	
              Accrual
                of Interest

            


    

    


    Each
      Bond
      will cease to bear interest (i) where the Conversion Right shall have been
      exercised by a Bondholder, from the Interest Payment Date immediately preceding
      the relevant Conversion Date or, if none, the Closing Date (subject in any
      such
      case as provided in Condition 5(j)) or (ii) where such Bond is being
      redeemed or repaid pursuant to Condition 6 or Condition 9, from the due date
      for
      redemption or repayment thereof unless, upon due presentation thereof, payment
      of principal is improperly withheld or refused or, following any election by
      the
      Issuer to exercise its Share Settlement Option, the Issuer fails duly to perform
      its obligation to issue and deliver the Redemption Settlement Shares and Cash
      Settlement Amount (if any) in accordance with Condition 6(i), in which
      event interest will continue to accrue at the rate specified in Condition
      4(a) (both before and after judgment) until whichever is the earlier
      of
      (a) the day on which all sums due in respect of such Bond up to that day are
      received by or on behalf of the relevant Bondholder, and (b) the day seven
      days
      after the Trustee or the Principal Paying and Conversion Agent has notified
      Bondholders of receipt of all sums due in respect of all the Bonds up to that
      seventh day (except to the extent that there is failure in the subsequent
      payment to the relevant holders under these Conditions).

    


    
      	
              5

            	
              Conversion
                of Bonds

            


    

    


    
      	
              (a)

            	
              Conversion
                Period and Conversion
                Price

            


    

    


    Subject
      to, and as provided in, these Conditions, each Bond shall entitle the holder
      to
      convert such Bond into new and/or existing Ordinary Shares as determined by
      the
      Issuer, credited as fully paid, (a “Conversion Right”).

    


    Subject
      as
      provided in Condition 5(b)(x), the number of Ordinary Shares to be
      issued and/or delivered on exercise of a Conversion Right shall be determined
      by
      dividing the principal amount of the Bonds by the conversion price (the
“Conversion Price”) in effect on the relevant Conversion Date. As at the Closing
      Date, the number of Ordinary Shares to be issued and/or delivered on exercise
      of
      a Conversion Right shall not exceed 40.05768306 per U.S.$1,000 principal amount
      of Bonds (“Maximum Number of


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Conversion
      Ordinary Shares”). Thereafter the Maximum Number of Conversion Ordinary Shares
      shall be adjusted mutatis mutandis in accordance with the adjustments
      set out in Condition 5(b)(i) to (ix) inclusive and Condition
      5(b)(xi).

    


    The
      initial Conversion Price is U.S.$33.5879 per Ordinary Share. The Conversion
      Price is subject to adjustment in the circumstances described in Condition
      5(b).

    


    A
      Bondholder may exercise the Conversion Right in respect of a Bond by delivering
      such Bond to the specified office of any Paying and Conversion Agent in
      accordance with Condition 5(h).

    


    Subject
      to, and as provided in, these Conditions, the Conversion Right in respect of
      a
      Bond may be exercised, at the option of the relevant Bondholders, at any time
      subject to any applicable fiscal or other laws or regulations and as hereinafter
      provided from 18 June 2007 to the close of business (at the place where the
      relevant Bond is delivered for conversion) on the date falling 14 days prior
      to
      the Final Maturity Date (both days inclusive) or, if such Bond is to be redeemed
      pursuant to Condition 6(b) prior to the Final Maturity Date, then up to
      the close of business (at the place aforesaid) on the 14th day before the date
      fixed for redemption thereof pursuant to Condition 6(b) or if notice
      requiring redemption has been given by the relevant Bondholders requiring
      redemption pursuant to Condition 6(d)) then up to the close of business
      (at the place aforesaid) on the day prior to the giving of such notice, unless
      in any such case there shall be default in making payment in respect of such
      Bond on such date fixed for redemption, in which event the Conversion Right
      shall extend up to the close of business (at the place aforesaid) on the date
      on
      which the full amount of such payment becomes available for payment and notice
      of such availability has been duly given in accordance with Condition 16 or,
      if
      earlier, the Final Maturity Date; provided that, in each case, if the final
      such
      date for the exercise of Conversion Rights is not a business day at the place
      aforesaid, then the period for exercise of the Conversion Right by Bondholders
      shall end on the immediately preceding business day at the place
      aforesaid.

    


    Conversion
      Rights may not be exercised following the giving of notice by the Trustee
      pursuant to Condition 9.

    


    The
      period
      during which Conversion Rights may (subject as provided above) be exercised
      by a
      Bondholder is referred to as the “Conversion Period”.

    


    Conversion
      Rights may only be exercised in respect of the full principal amount of a
      Bond.

    


    Fractions
      of Ordinary Shares will not be delivered on conversion in accordance with this
      Condition 5(a) or pursuant to Condition 5(c) and no cash
      payment or other adjustment will be made in lieu thereof. However, if the
      Conversion Right in respect of more than one Bond is exercised at any one time
      such that Ordinary Shares to be delivered on conversion in accordance with
      this
      Condition 5(a) or pursuant to Condition 5(c) are to be
      credited to the same account, the relevant number of Ordinary Shares shall
      be
      calculated on the basis of the aggregate principal amount of such Bonds being
      so
      converted, rounded down to the nearest whole number of Ordinary
      Shares.

    


    The
      Issuer
      will procure that Ordinary Shares to be issued and delivered on conversion
      will
      be issued and delivered to the Bondholder completing the relevant Conversion
      Notice or his nominee. Such Ordinary Shares will be deemed to be issued and
      delivered as of the relevant Conversion Date. Any Additional Ordinary Shares
      to
      be issued and delivered pursuant to Condition 5(c) will be issued and
      delivered as of the date the relevant Retroactive Adjustment takes effect or
      as
      at the date of issue and delivery of Ordinary Shares if the adjustment results
      from the issue and delivery of Ordinary Shares.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Adjustment
                of Conversion Price

            


    

    


    Upon
      the
      happening of any of the events described below, the Conversion Price shall
      be
      adjusted as follows:

    


    
      	
            	
              (i)

            	
              If
                and whenever there shall be a consolidation, reclassification or
                subdivision in relation to the Ordinary Shares, the Conversion Price
                shall
                be adjusted by multiplying the Conversion Price in force immediately
                prior
                to such consolidation, reclassification or subdivision by the following
                fraction:

            


    

    


    A

    _______________

    B

    


    where:

    


    
      	
               

            	
              A
                is
                the aggregate number of Ordinary Shares in issue immediately before
                such
                consolidation, reclassification or subdivision, as the case may be;
                and

            


    

    


    
      	
            	
               

            	
              B
                is
                the aggregate number of Ordinary Shares in issue immediately after,
                and as
                a result of, such consolidation, reclassification or subdivision,
                as the
                case may be.

            


    

    


    Such
      adjustment shall become effective on the date the consolidation,
      reclassification or subdivision, as the case may be, takes effect.

    


    
      	
            	
              (ii)

            	
              If
                and whenever the Issuer shall issue any Ordinary Shares credited
                as fully
                paid to the Shareholders by way of capitalisation of profits or reserves
                (including any share premium account or capital redemption reserve)
                other
                than (1) where any such Ordinary Shares are or are to be issued instead
                of
                the whole or part of a Dividend in cash which the Shareholders would
                or
                could otherwise have elected to receive or (2) where the Shareholders
                may
                elect to receive a Dividend in cash in lieu of such Ordinary Shares,
                the
                Conversion Price shall be adjusted by multiplying the Conversion
                Price in
                force immediately prior to such issue by the following
                fraction:

            


    

    


    A

    _______________

    B

    


    where:

    


    
      	
            	
               

            	
              A
                is
                the aggregate number of Ordinary Shares in issue immediately before
                such
                issue; and

            


    

    


    
      	
            	
               

            	
              B
                is
                the aggregate number of Ordinary Shares in issue immediately after
                such
                issue.

            


    

    


    Such
      adjustment shall become effective on the date of issue of such Ordinary
      Shares.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (iii)

            	
              If
                and whenever the Issuer shall pay or make any Dividend to the
                Shareholders, the Conversion Price shall be adjusted by multiplying
                the
                Conversion Price in force immediately prior to the relevant Dividend
                by
                the following fraction:

            


    

    


    A—B

    _______________

    A

    


    where:

    


    
      	
            	
              A

            	
              is
                the Current Market Price of one Ordinary Share on the first date
                on which
                the Ordinary Shares are traded ex-the relevant Dividend on the Relevant
                Stock Exchange or, in the case of a purchase of Ordinary Shares or
                any
                ADSs or other receipts or certificates representing Ordinary Shares
                by or
                on behalf of the Issuer or any Subsidiary of the Issuer, on which
                such
                Ordinary Shares (or ADSs or other receipts or certificates) are purchased
                or, in the case of a Spin-Off, is the Current Market Price of an
                Ordinary
                Share on the first date on which the Ordinary Shares are traded ex-the
                relevant Spin-Off; and

            


    

    


    
      	
            	
              B

            	
              is
                the portion of the Fair Market Value of the aggregate Dividend
                attributable to one Ordinary Share, with such portion being determined
                by
                dividing the Fair Market Value of the aggregate Dividend by the number
                of
                Ordinary Shares in issue (or, in the case of a purchase of Ordinary
                Shares
                or any ADSs or other receipts or certificates representing Ordinary
                Shares
                by or on behalf of the Issuer or any Subsidiary of the Issuer, by
                the
                number of Ordinary Shares in issue immediately prior to such
                purchase).

            


    

    


    Such
      adjustment shall become effective on the first date on which the Ordinary Shares
      are traded ex-the relevant Dividend on the Relevant Stock Exchange or, in the
      case of a purchase of Ordinary Shares or any ADSs or other receipts or
      certificates representing Ordinary Shares, on the date such purchase is made
      or,
      in any such case if later, the first date upon which the Fair Market Value
      of
      the relevant Dividend is capable of being determined as provided
      herein.

    


    For
      the
      purposes of the above, the Fair Market Value of a cash Dividend shall (subject
      as provided in paragraph (a) of the definition of “Dividend” and in the
      definition of “Fair Market Value”) be determined as at the first date on which
      the Ordinary Shares are traded ex-the relevant cash Dividend on the Relevant
      Stock Exchange, and in the case of a non-cash Dividend, the Fair Market Value
      of
      the relevant Dividend shall be the Fair Market Value of the relevant Spin-Off
      Securities or, as the case may be, the relevant property or assets.

    


    
      	
            	
              (iv)

            	
              If
                and whenever the Issuer shall issue Ordinary Shares to Shareholders
                as a
                class by way of rights, or issue or grant to Shareholders as a class
                by
                way of rights, options, warrants or other rights to subscribe for
                or
                purchase any Ordinary Shares, in each case at a price per Ordinary
                Share
                which is less than 95 per cent. of the Current Market Price per Ordinary
                Share on the date of the first public announcement of the terms of
                the
                issue or grant of such Ordinary Shares, options, warrants or other
                rights,
                the Conversion Price shall be adjusted by multiplying the Conversion
                Price
                in force immediately prior to such issue or grant by the following
                fraction:

            


    

    


    A+B

    _______________

    A+C

    


    where:

    


    
      	
            	
              A

            	
              is
                the number of Ordinary Shares in issue immediately before such
                announcement;

            


    

    


    
      	
            	
              B

            	
              is
                the number of Ordinary Shares which the aggregate consideration (if
                any)
                receivable for the Ordinary Shares issued by way of rights, or for
                the
                options or warrants or other rights issued by way of rights and for
                the
                total number of Ordinary Shares deliverable on the exercise thereof,
                would
                purchase at such Current Market Price per Ordinary Share;
                and

            


    

    


    
      	
            	
              C

            	
              is
                the number of Ordinary Shares issued or, as the case may be, the
                maximum
                number of Ordinary Shares which may be issued upon exercise of such
                options, warrants or rights calculated as at the date of issue of
                such
                options, warrants or rights.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Such
      adjustment shall become effective on the first date on which the Ordinary Shares
      are traded ex-rights, ex-options or ex-warrants on the Relevant Stock
      Exchange.

    


    
      	
            	
              (v)

            	
              If
                and whenever the Issuer shall issue any Securities (other than Ordinary
                Shares or options, warrants or other rights to subscribe for or purchase
                any Ordinary Shares) to Shareholders as a class by way of rights
                or grant
                to Shareholders as a class by way of rights any options, warrants
                or other
                rights to subscribe for or purchase any Securities (other than Ordinary
                Shares or options, warrants or other rights to subscribe for or purchase
                Ordinary Shares), the Conversion Price shall be adjusted by multiplying
                the Conversion Price in force immediately prior to such issue or
                grant by
                the following fraction:

            


    

    


    A—B

    _______________

    A

    


    where:

    


    
      	
            	
              A

            	
              is
                the Current Market Price of one Ordinary Share on the first date
                on which
                the terms of such issue or grant are publicly announced;
                and

            


    

    


    
      	
            	
              B

            	
              is
                the Fair Market Value of the rights attributable to one Ordinary
                Share on
                the first date on which the terms of such issue or grant are publicly
                announced.

            


    

    


    Such
      adjustment shall become effective on the first date on which the Ordinary Shares
      are traded ex-rights, ex-options or ex-warrants on the Relevant Stock
      Exchange.

    


    
      	
            	
              (vi)

            	
              If
                and whenever the Issuer shall issue (otherwise than as mentioned
                in
                sub-paragraph (b)(iv) above) wholly for cash or for no
                consideration any Ordinary Shares (other than Ordinary Shares issued
                on
                conversion of the Bonds or on the exercise of any rights of conversion
                into, or exchange or subscription for or purchase of, Ordinary Shares)
                or
                issue or grant (otherwise than as mentioned in sub-paragraph
                (b)(iv) above) wholly for cash or for no consideration any
                options, warrants or other rights to subscribe for or purchase any
                Ordinary Shares (other than the Bonds, which term shall for this
                purpose
                include any further bonds issued pursuant to Condition 17 and forming
                a
                single series with the Bonds), in each case at a price per Ordinary
                Share
                which is less than 95 per cent. of the Current Market Price per Ordinary
                Share on the date of the first public announcement of the terms of
                such
                issue or grant, the Conversion Price shall be adjusted by multiplying
                the
                Conversion Price in force immediately prior to such issue or grant
                by the
                following fraction:

            


    

    


    A+B

    _______________

    A+C

    


    where:

    


    
      	
            	
              A

            	
              is
                the number of Ordinary Shares in issue immediately before the issue
                of
                such Ordinary Shares or the grant of such options, warrants or
                rights;

            


    

    


    
      	
            	
              B

            	
              is
                the number of Ordinary Shares which the aggregate consideration (if
                any)
                receivable for the issue of such Ordinary Shares or, as the case
                may be,
                for the Ordinary Shares to be issued or otherwise made available
                upon the
                exercise of any such options, warrants or rights, would purchase
                at such
                Current Market Price per Ordinary Share;
                and

            


    

    


    
      	
            	
              C

            	
              is
                the number of Ordinary Shares to be issued pursuant to such issue
                of such
                Ordinary Shares or, as the case may be, the maximum number of Ordinary
                Shares which may be issued upon exercise of such options, warrants
                or
                rights calculated as at the date of issue of such options, warrants
                or
                rights.

            


    

    


    Such
      adjustment shall become effective on the date of issue of such Ordinary Shares
      or, as the case may be, the grant of such options, warrants or
      rights.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
            	
              (vii)

            	
              If
                and whenever the Issuer or any Subsidiary of the Issuer or (at the
                direction or request of or pursuant to any arrangements with the
                Issuer or
                any Subsidiary of the Issuer) any other company, person or entity
                (otherwise than as mentioned in sub-paragraphs (b)(iv),
                (b)(v) or (b)(vi) above) shall issue wholly for cash or
                for no consideration any Securities (other than the Bonds, which
                term
                shall for this purpose exclude any further bonds issued pursuant
                to
                Condition 17 and forming a single series with the Bonds), which by
                their
                terms of issue carry (directly or indirectly) rights of conversion
                into,
                or exchange or subscription for, Ordinary Shares (or shall grant
                any such
                rights in respect of existing Securities so issued) or Securities
                which by
                their terms might be redesignated as Ordinary Shares, and the
                consideration per Ordinary Share receivable upon conversion, exchange,
                subscription or redesignation is less than 95 per cent. of the Current
                Market Price per Ordinary Share on the date of the first public
                announcement of the terms of issue of such Securities (or the terms
                of
                such grant), the Conversion Price shall be adjusted by multiplying
                the
                Conversion Price in force immediately prior to such issue (or grant)
                by
                the following fraction:

            


    

    


    A+B

    _______________

    A+C

    


    where:

    


    
      	
            	
              A

            	
              is
                the number of Ordinary Shares in issue immediately before such issue
                or
                grant (but where the relevant Securities carry rights of conversion
                into
                or rights of exchange or subscription for Ordinary Shares which have
                been
                issued by the Issuer for the purposes of or in connection with such
                issue,
                less the number of such Ordinary Shares so
                issued);

            


    

    


    
      	
            	
              B

            	
              is
                the number of Ordinary Shares which the aggregate consideration (if
                any)
                receivable for the Ordinary Shares to be issued or otherwise made
                available upon conversion or exchange or upon exercise of the right
                of
                subscription attached to such Securities or, as the case may be,
                for the
                Ordinary Shares to be issued or to arise from any such redesignation
                would
                purchase at such Current Market Price per Ordinary Share;
                and

            


    

    


    
      	
            	
              C

            	
              is
                the maximum number of Ordinary Shares to be issued or otherwise made
                available upon conversion or exchange of such Securities or upon
                the
                exercise of such right of subscription attached thereto at the effective
                initial conversion, exchange or subscription price or rate or, as
                the case
                may be, the maximum number of Ordinary Shares which may be issued
                or arise
                from any such redesignation,

            


    

    


    provided
      that if at the time of issue of the relevant Securities or date of grant of
      such
      rights (as used in this sub-paragraph (b)(vii) the “Specified Date”)
      such number of Ordinary Shares is to be determined by reference to the
      application of a formula or other variable feature or the occurrence of any
      event at some subsequent time (which may be when such Securities are converted
      or exchanged or rights of subscription are exercised or, as the case may be,
      such Securities are redesignated or at such other time as may be provided)
      then
      for the purposes of this sub-paragraph (b)(vii), “C” shall be
      determined by the application of such formula or variable feature or as if
      the
      relevant event occurs or had occurred as at the Specified Date and as if such
      conversion, exchange, subscription, purchase or acquisition or, as the case
      may
      be, redesignation had taken place on the Specified Date.

    


    Such
      adjustment shall become effective on the date of issue of such Securities or,
      as
      the case may be, the grant of such rights.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (viii)

            	
              If
                and whenever there shall be any modification of the rights of conversion,
                exchange or subscription attaching to any such Securities (other
                than the
                Bonds, which term shall for this purpose include any further bonds
                issued
                pursuant to Condition 17 and forming a single series with the Bonds)
                as
                are mentioned in sub-paragraph (b)(vii) above (other than in
                accordance with the terms (including terms as to adjustment) applicable
                to
                such Securities upon issue) so that following such modification the
                consideration per Ordinary Share receivable has been reduced and
                is less
                than 95 per cent. of the Current Market Price per Ordinary Share
                on the
                date of the first public announcement of the proposals for such
                modification, the Conversion Price shall be adjusted by multiplying
                the
                Conversion Price in force immediately prior to such modification
                by the
                following fraction:

            


    

    


    A+B

    _______________

    A+C

    


    where:

    


    
      	
            	
              A

            	
              is
                the number of Ordinary Shares in issue immediately before such
                modification (but where the relevant Securities carry rights of conversion
                into or rights of exchange or subscription for Ordinary Shares which
                have
                been issued, purchased or acquired by the Issuer or any Subsidiary
                of the
                Issuer (or at the direction or request or pursuant to any arrangements
                with the Issuer or any Subsidiary of the Issuer) for the purposes
                of or in
                connection with such issue, less the number of such Ordinary Shares
                so
                issued, purchased or acquired);

            


    

    


    
      	
            	
              B

            	
              is
                the number of Ordinary Shares which the aggregate consideration (if
                any)
                receivable for the Ordinary Shares to be issued or otherwise made
                available upon conversion or exchange or upon exercise of the right
                of
                subscription attached to the Securities so modified would purchase
                at such
                Current Market Price per Ordinary Share or, if lower, the existing
                conversion, exchange or subscription price of such Securities;
                and

            


    

    


    
      	
            	
              C

            	
              is
                the maximum number of Ordinary Shares which may be issued or otherwise
                made available upon conversion or exchange of such Securities or
                upon the
                exercise of such rights of subscription attached thereto at the modified
                conversion, exchange or subscription price or rate but giving credit
                in
                such manner as a Financial Adviser shall consider appropriate for
                any
                previous adjustment under this sub-paragraph or sub-paragraph
                (b)(vii) above,

            


    

    


    provided
      that if at the time of such modification (as used in this sub-paragraph
(b)(viii) the “Specified Date”) such number of Ordinary Shares is to be
      determined by reference to the application of a formula or other variable
      feature or the occurrence of any event at some subsequent time (which may be
      when such Securities are converted or exchanged or rights of subscription are
      exercised or at such other time as may be provided) then for the purposes of
      this paragraph (b)(viii), “C” shall be determined by the application of
      such formula or variable feature or as if the relevant event occurs or had
      occurred as at the Specified Date and as if such conversion, exchange or
      subscription had taken place on the Specified Date.

    


    Such
      adjustment shall become effective on the date of modification of the rights
      of
      conversion, exchange or subscription attaching to such
      Securities.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ix)

            	
              If
                and whenever the Issuer or any Subsidiary of the Issuer or (at the
                direction or request of or pursuant to any arrangements with the
                Issuer or
                any Subsidiary of the Issuer) any other company, person or entity
                shall
                offer any Securities in connection with which Shareholders as a class
                are
                entitled to participate in arrangements whereby such Securities may
                be
                acquired by them (except where the Conversion Price falls to be adjusted
                under sub- paragraphs (b)(ii), (iii), (iv), (vi) or (vii) above
                or (x) below (or would fall to be so adjusted if the relevant issue
                or
                grant was at less than 95 per cent. of the Current Market Price per
                Ordinary Share on the relevant dealing day) or under sub-paragraph
                (b)(v) above) the Conversion Price shall be adjusted by
                multiplying the Conversion Price in force immediately before the
                making of
                such offer by the following
                fraction:

            


    

    


    A—B

    _______________

    A

    


    where:

    


    
      	
            	
              A

            	
              is
                the Current Market Price of one Ordinary Share on the date on which
                the
                terms of such offer are first publicly announced;
                and

            


    

    


    
      	
            	
              B

            	
              is
                the Fair Market Value on the date of such announcement of the portion
                of
                the relevant offer attributable to one Ordinary
                Share.

            


    

    


    Such
      adjustment shall become effective on the first date on which the Ordinary Shares
      are traded ex-rights on the Relevant Stock Exchange.

    


    
      	
            	
              (x)

            	
              If
                an offer is made to all (or as nearly as may be practicable all)
                Shareholders (or all (or as nearly as may be practicable all) such
                Shareholders other than the offeror and/or any associate of the offeror
                (as defined in Section 430E(4) of the Companies Act)), to acquire
                all or a
                majority of the issued ordinary share capital of the Issuer or if
                any
                person proposes a scheme with regard to such acquisition (other than
                an
                Exempt Newco Scheme) and (such offer or scheme having become or been
                declared unconditional in all respects) the right to cast more than
                50 per
                cent. of the votes which may ordinarily be cast on a poll at a general
                meeting of the Issuer has or will become unconditionally vested in
                the
                offeror and/or any such parties as aforesaid (a “Change of Control”) then
                upon any exercise of Conversion Rights during the period (the “Change of
                Control Period”) commencing on the occurrence of the Change of Control and
                ending 60 calendar days following the Change of Control or, if later,
                60
                calendar days following the date on which a Change of Control Notice
                as
                required by Condition 5(g) is given, the Conversion Price shall
                be as set out below, but in each case adjusted, if appropriate, under
                the
                foregoing provisions of this Condition
                5(b):

            


    

    


    
      	 	
               

              Conversion
                Date                                             

            	 	
              Conversion

              Price

            	 
	 	 	 	
              (U.S.$)

            	 
	 	
              On
                or before 9 May 2008

            	 	
              24.9640

            	 
	 	
              Thereafter,
                but on or before 9 May 2009

            	 	
              26.6887

            	 
	 	
              Thereafter,
                but on or before 9 May 2010

            	 	
              28.4135

            	 
	 	
              Thereafter,
                but on or before 9 May 2011

            	 	
              30.1383

            	 
	 	
              Thereafter,
                but on or before 9 May 2012

            	 	
              31.8631

            	 
	 	
              Thereafter,
                and until the Final Maturity Date

            	 	
              33.5879

            	 


    

    


    
      	
            	
              (xi)

            	
              If
                the Issuer (after consultation with the Trustee) determines that
                an
                adjustment should be made to the Conversion Price as a result of
                one or
                more circumstances that are similar in substance to any one or more
                of the
                circumstances referred to in sub-paragraphs (b)(i) to (ix) above
                but are not adjusted for (or are not sufficiently adjusted for) by
                sub-paragraphs (b)(i) to (x) above (even if the relevant
                circumstance is specifically excluded from the operation of sub-paragraphs
                (b)(i) to (x) above), the Issuer shall, at its own expense
                and
                acting reasonably, request a Financial Adviser to determine as soon
                as
                practicable what adjustment (if any) to the Conversion Price is fair
                and
                reasonable to take account thereof and the date on which such adjustment
                should take effect and upon such determination such adjustment (if
                any)
                shall be made and shall take effect in accordance with such determination,
                provided that an adjustment shall only be made pursuant to this
                sub-paragraph (b)(xi) if such Financial Adviser is so requested
                to make such a determination not more than 21 days after the date
                on which
                the relevant circumstance arises and if the adjustment would result
                in a
                reduction to the Conversion
                Price.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Notwithstanding
      the foregoing provisions, where the events or circumstances giving rise to
      any
      adjustment pursuant to this Condition 5(b) have already resulted or
      will result in an adjustment to the Conversion Price or where the events or
      circumstances giving rise to any adjustment arise by virtue of any other events
      or circumstances which have already given or will give rise to an adjustment
      to
      the Conversion Price or where more than one event which gives rise to an
      adjustment to the Conversion Price occurs within such a short period of time
      that, based on reasonable market expectations, a modification to the operation
      of the adjustment provisions is required to give the intended result, such
      modification shall be made to the operation of the adjustment provisions as
      may
      be advised by a Financial Adviser to be in its opinion appropriate to give
      the
      intended result and provided further that, for the avoidance of doubt, the
      issue
      of Ordinary Shares pursuant to the exercise of Conversion Rights shall not
      result in an adjustment to the Conversion Price.

    


    For
      the
      purpose of any calculation of the consideration receivable or price pursuant
      to
      sub-paragraphs (iv), (vi), (vii) and (viii), the following provisions shall
      apply:

    


    
      	
            	
              (a)

            	
              the
                aggregate consideration receivable or price for Ordinary Shares issued
                for
                cash shall be the amount of such
                cash;

            


    

    


    
      	
            	
              (b)

            	
              (x)
                the aggregate consideration receivable or price for Ordinary Shares
                to be
                issued or otherwise made available upon the conversion or exchange
                of any
                Securities shall be deemed to be the consideration or price received
                or
                receivable for any such Securities and (y) the aggregate consideration
                receivable or price for Ordinary Shares to be issued or otherwise
                made
                available upon the exercise of rights of subscription attached to
                any
                Securities or upon the exercise of any options, warrants or rights
                shall
                be deemed to be that part (which may be the whole) of the consideration
                or
                price received or receivable for such Securities or, as the case
                may be,
                for such options, warrants or rights which are attributed by the
                Issuer to
                such rights of subscription or, as the case may be, such options,
                warrants
                or rights or, if no part of such consideration or price is so attributed,
                the Fair Market Value of such rights of subscription or, as the case
                may
                be, such options, warrants or rights as at the date of the first
                public
                announcement of the terms of issue of such Securities or, as the
                case may
                be, such options, warrants or rights, plus in the case of each of
                (x) and
                (y) above, the additional minimum consideration receivable or price
                (if
                any) upon the conversion or exchange of such Securities, or upon
                the
                exercise of such rights of subscription attached thereto or, as the
                case
                may be, upon exercise of such options, warrants or rights and (z)
                the
                consideration receivable or price per Ordinary Share upon the conversion
                or exchange of, or upon the exercise of such rights of subscription
                attached to, such Securities or, as the case may be, upon the exercise
                of
                such options, warrants or rights shall be the aggregate consideration
                or
                price referred to in (x) or (y) above (as the case may be) divided
                by the
                number of Ordinary Shares to be issued upon such conversion or exchange
                or
                exercise at the effective initial conversion, exchange or subscription
                price or rate;

            


    

    


    
      	
            	
              (c)

            	
              if
                the consideration or price determined pursuant to (a) or (b) above
                (or any
                component thereof) shall be expressed in a currency other than Sterling
                it
                shall be converted into Sterling at such rate of exchange as may
                be
                determined in good faith by the Issuer to be the spot rate ruling
                at the
                close of business on the date of the first public announcement of
                the
                terms of issue of such Ordinary Shares or, as the case may be, Securities
                (or if no such rate is available on that date, the equivalent rate
                on the
                immediately preceding date on which such rate is available);
                and

            


    

    


    
      	
            	
              (d)

            	
              in
                determining consideration or price pursuant to the above, no deduction
                shall be made for any commissions or fees (howsoever described) or
                any
                expenses paid or incurred for any underwriting, placing or management
                of
                the issue of the relevant Ordinary Shares or Securities or options,
                warrants or rights, or otherwise in connection
                therewith.

            


    

    


    
      	
              (c)

            	
              Retroactive
                Adjustments

            


    

    


    If
      the
      Conversion Date in relation to the conversion of any Bond shall be after any
      consolidation, reclassification or sub-division as is mentioned in Condition
      5(b)(i), or after the record date or other due date for the
      establishment of entitlement for any such issue, distribution, grant or offer
      (as the case may be) as is mentioned in Condition 5(b)(ii), (iii) (iv),
      (v) or (ix), or after any such issue or grant as is mentioned in Condition
      5(b)(vi) and (vii), in any case in circumstances where the relevant
      Conversion Date falls before the relevant adjustment becomes effective under
      Condition 5(b) (such adjustment, a “Retroactive Adjustment”), then the
      Issuer shall (conditional upon the relevant adjustment becoming effective)
      procure that there shall be issued and/or delivered to the converting
      Bondholder, in accordance with the instructions contained in the relevant
      Conversion Notice, such additional number of Ordinary Shares (if any) (the
      “Additional Ordinary Shares”) as, together with any Ordinary Shares issued or
      delivered or to be issued or delivered on conversion of the relevant Bond
      (together with any fraction of an Ordinary Share not so issued or
      delivered),


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    is
      equal
      to the number of Ordinary Shares which would have been required to be issued
      or
      delivered on conversion of such Bond if the relevant adjustment (more
      particularly referred to in the said provisions of Condition 5(b)) to
      the Conversion Price had in fact been made and become effective immediately
      prior to the relevant Conversion Date.

    


    
      	
              (d)

            	
              Decision
                of a Financial
                Adviser

            


    

    


    If
      any
      doubt shall arise as to the appropriate adjustment to the Conversion Price,
      and
      following consultation between the Issuer and a Financial Adviser, a written
      opinion of such Financial Adviser in respect of such adjustment to the
      Conversion Price shall be conclusive and binding on all parties, save in the
      case of manifest error.

    


    
      	
              (e)

            	
              Employees’
                Share Schemes and Exchangeable Ordinary
                Shares

            


    

    


    No
      adjustment will be made to the Conversion Price where Ordinary Shares, ADSs
      or
      other Securities (including rights, warrants and options) are issued, offered,
      exercised, allotted, appropriated, modified or granted to, or for the benefit
      of, or are purchased or acquired by, any employees or former employees
      (including Directors holding or formerly holding executive office or the
      personal service company of any such person) or their spouses or relatives,
      in
      each case, of the Issuer or any of its Subsidiaries or any associated company
      or
      to or by trustees to be held for the benefit of any such person or any employee
      share trust, in any such case pursuant to or for the purpose of any employee,
      director or executive share or option or incentive scheme. For the avoidance
      of
      doubt, no adjustment will be made to the Conversion Price where Ordinary Shares
      or ADSs are issued and allotted upon exchange of the Exchangeable Ordinary
      Shares in accordance with their terms.

    


    
      	
              (f)

            	
              Rounding
                Down and Notice of Adjustment to the Conversion
                Price

            


    

    


    On
      any
      adjustment, the resultant Conversion Price, if not an integral multiple of
      U.S.$0.01, shall be rounded down to the nearest whole multiple of U.S.$0.01.
      No
      adjustment shall be made to the Conversion Price where such adjustment (rounded
      down if applicable) would be less than one per cent. of the Conversion Price
      then in effect. Any adjustment not required to be made, and/or any amount by
      which the Conversion Price has been rounded down, shall be carried forward
      and
      taken into account in any subsequent adjustment, and such subsequent adjustment
      shall be made on the basis that the adjustment not required to be made had
      been
      made at the relevant time.

    


    Notice
      of
      any adjustments to the Conversion Price shall be given by the Issuer to
      Bondholders in accordance with Condition 16 and the Trustee promptly after
      the
      determination thereof.

    


    The
      Conversion Price shall not in any event be reduced such that on translation
      into
      Sterling at the rate required to be applied for the purpose it would be below
      the nominal value of the Ordinary Shares and the Issuer undertakes that it
      shall
      not take any action, and shall procure that no action is taken, that would
      otherwise result in an adjustment to the Conversion Price to below such nominal
      value.

    


    
      	
              (g)

            	
              Change
                of Control

            


    

    


    Within
      14
      calendar days following the occurrence of a Change of Control, the Issuer shall
      give notice thereof to the Trustee and to the Bondholders in accordance with
      Condition 16 (a “Change of Control Notice”). Such notice shall contain a
      statement informing Bondholders of their entitlement to exercise their
      Conversion Rights as provided in these Conditions.

    


    The
      Change
      of Control Notice shall also specify:

    


    
      	
            	
              (i)

            	
              all
                information material to Bondholders concerning the Change of
                Control;

            


    

    


    
      	
            	
              (ii)

            	
              the
                Conversion Price immediately prior to the occurrence of the Change
                of
                Control and the Conversion Price applicable pursuant to Condition
                5(b)(x) during the Change of Control
                Period;

            


    

    


    
      	
            	
              (iii)

            	
              the
                closing price of the Ordinary Shares as derived from the Relevant
                Stock
                Exchange as at the latest practicable date prior to the publication
                of
                such notice;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	
              (iv)

            	
              the
                last day of the Change of Control Period;
                and

            


    

    


    
      	
            	
              (v)

            	
              such
                other information relating to the Change of Control as the Trustee
                may
                require.

            


    

    


    The
      Trustee shall not be required to take any steps to ascertain whether a Change
      of
      Control or any event which could lead to a Change of Control has occurred or
      may
      occur and will not be responsible or liable to Bondholders or any other person
      for any loss arising from any failure by it to do so.

    


    
      	
              (h)

            	
              Procedure
                for exercise of Conversion
                Rights

            


    

    


    The
      Conversion Right may be exercised by a Bondholder during the Conversion Period
      by delivering the relevant Bond to the specified office of any Paying and
      Conversion Agent, during its usual business hours, accompanied by a duly
      completed and signed notice of conversion (a “Conversion Notice”) in the form
      (for the time being current) obtainable from any Paying and Conversion Agent.
      Conversion Rights shall be exercised subject in each case to any applicable
      fiscal or other laws or regulations applicable in the jurisdiction in which
      the
      specified office of the Paying and Conversion Agent to whom the relevant
      Conversion Notice is delivered is located. If such delivery is made after the
      end of normal business hours or on a day which is not a business day in the
      place of the specified office of the relevant Paying and Conversion Agent,
      such
      delivery shall be deemed for all purposes of these Conditions to have been
      made
      on the next following such business day.

    


    A
      Conversion Notice, once delivered, shall be irrevocable.

    


    The
      conversion date in respect of a Bond (the “Conversion Date”) shall be the London
      business day immediately following the date of the delivery of the Bonds and
      the
      Conversion Notice and, if applicable, the making of any payment to be made
      as
      provided below.

    


    Each
      Bond
      should be delivered upon exercise of a Conversion Right together with all
      Coupons relating to it which mature on or after the relevant Conversion Date,
      failing which the relevant Bondholder will be required to pay the full amount
      of
      any such missing Coupon. Each amount so paid will be repaid in the manner
      specified in Condition 7 against presentation and surrender (or, in the case
      of
      part payment only, endorsement) of the relevant missing Coupon at any time
      after
      the relevant Conversion Date and before the expiry of 10 years after the
      Relevant Date in respect of the relevant Bond (whether or not a Coupon would
      otherwise have become void pursuant to Condition 11), but not
      thereafter.

    


    A
      Bondholder exercising a Conversion Right must pay directly to the relevant
      authorities any taxes and capital, stamp, issue and registration and transfer
      taxes and duties arising on conversion (other than any stamp duty reserve tax
      or
      capital, stamp, issue and registration and transfer taxes and duties payable
      in
      the United Kingdom in respect of the allotment, issue and/or delivery of any
      Ordinary Shares on such conversion (including any Additional Ordinary Shares),
      which shall be paid by the Issuer except for any stamp duty or stamp duty
      reserve tax that arises (a) as a result of a Bondholder being within the
      categories of persons referred to in sub-paragraphs (i) and (ii) of the
      paragraph below or (b) as a result of a Bondholder nominating that the Ordinary
      Shares (including any Additional Ordinary Shares) are issued or delivered to
      a
      different party (other than a nominee acting on behalf of the Bondholder) (which
      shall in each case be for the account of that Bondholder) and such Bondholder
      must pay all, if any, taxes arising by reference to any disposal or deemed
      disposal of a Bond or interest therein in connection with such conversion.
      For
      the avoidance of doubt, the Trustee shall not be responsible for determining
      whether such taxes, stamp duty reserve tax or capital, stamp, issue and
      registration and transfer taxes and duties are payable or the amount thereof
      and
      it shall not be responsible or liable for any failure by the Issuer to pay
      such
      taxes, stamp duty reserve tax or capital, stamp, issue and registration and
      transfer taxes and duties.

    


    The
      Ordinary Shares will not be available for issue (i) to, or to a nominee or
      agent
      for, Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme or any
      other person providing a clearance service within the meaning of Section 96
      of
      the Finance Act 1986 of the United Kingdom or (ii) to a person, or nominee
      or
      agent for a person, whose business is or includes issuing depositary receipts
      within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom,
      in each case at any time prior to the “abolition day” as defined in Section
      111(1) of the Finance Act 1990 of the United Kingdom.

    


    Ordinary
      Shares to be delivered on conversion of the Bonds (including any Additional
      Ordinary Shares) will be delivered in uncertificated form through the
      dematerialised securities trading system operated by CRESTCo Limited, known
      as
      CREST, unless,


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    at
      the
      time of issue, the Ordinary Shares are not a participating security in CREST.
      Where Ordinary Shares are to be issued through CREST, they will be delivered
      to
      the account specified by the relevant Bondholder in the relevant Conversion
      Notice by not later than seven London business days following the relevant
      Conversion Date (or, in the case of any Additional Ordinary Shares, not later
      than seven London business days following the date (the “Reference Date”) the
      relevant Retroactive Adjustment takes effect). Where Ordinary Shares are to
      be
      delivered in certificated form, a certificate in respect thereof will be
      dispatched by mail free of charge (but uninsured and at the risk of the
      recipient) to the relevant Bondholder or as it may direct in the relevant
      Conversion Notice within 28 days following the relevant Conversion Date or,
      as
      the case may be, the Reference Date.

    


    
      	
              (i)

            	
              Ranking

            


    

    


    
      	
            	
              (i)

            	
              Ordinary
                Shares issued and/or delivered upon conversion of the Bonds will
                be fully
                paid and will in all respects rank pari passu with the fully paid
                Ordinary Shares in issue on the relevant Conversion Date or, in the
                case
                of Additional Ordinary Shares, on the relevant Reference Date, except
                that
                such Ordinary Shares will not rank for (or, as the case may be, the
                relevant holder shall not be entitled to receive) any rights,
                distributions or payments where the relevant record date or other
                due date
                for the establishment of entitlement falls prior to the relevant
                Conversion Date or, as the case may be, the relevant Reference
                Date.

            


    

    


    
      	
            	
              (ii)

            	
              Save
                as provided in Condition 5(j), no payment or adjustment shall be
                made on conversion for any interest which otherwise would have accrued
                on
                the relevant Bonds since the last Interest Payment Date preceding
                the
                Conversion Date relating to such Bonds (or, if such Conversion Date
                falls
                before the first Interest Payment Date, since the Closing
                Date).

            


    

    


    
      	
              (j)

            	
              Interest
                on Conversion

            


    

    


    If
      any
      notice requiring the redemption of any Bonds is given pursuant to Condition
      6(b) on or after the fifteenth London business day prior to a record
      date which has occurred since the last Interest Payment Date (or in the case
      of
      the first Interest Period, since the Closing Date) in respect of any Dividend
      or
      distribution payable in respect of the Ordinary Shares where such notice
      specifies a date for redemption falling on or prior to the date which is 14
      days
      after the Interest Payment Date next following such record date, interest shall
      accrue at 2.75 per cent. per annum on Bonds in respect of which Conversion
      Rights shall have been exercised and in respect of which the Conversion Date
      falls after such record date and on or prior to the Interest Payment Date next
      following such record date in respect of such Dividend or distribution, in
      each
      case from and including the preceding Interest Payment Date (or, if such
      Conversion Date falls before the first Interest Payment Date, from the Closing
      Date) to but excluding such Conversion Date. The Issuer shall pay any such
      interest by not later than 14 days after the relevant Conversion Date by a
      U.S.
      dollar cheque or by a transfer to a U.S. dollar account maintained with a bank
      outside the United States in accordance with instructions given by the relevant
      Bondholder in the relevant Conversion Notice. For the avoidance of doubt, no
      payment under this Condition 5(j) should be due in respect of any
      Dividend or distribution referred to above in circumstances where the relevant
      Bondholder is entitled to receive Additional Ordinary Shares pursuant to
      Condition 5(c) in respect thereof.

    


    
      	
              (k)

            	
              Purchase
                or Redemption of Ordinary Shares and
                ADSs

            


    

    


    The
      Issuer
      may exercise such rights as it may from time to time enjoy to purchase or redeem
      or buy back its own shares (including Ordinary Shares) or any ADSs or other
      receipts or certificates representing the same without the consent of the
      Bondholders or Couponholders.

    


    
      	
              (l)

            	
              No
                duty to Monitor

            


    

    


    The
      Trustee shall not be under any duty to monitor whether any event or circumstance
      has happened or exists which may require an adjustment to be made to the
      Conversion Price and will not be responsible or liable to the Bondholders for
      any loss arising from any failure by it to do so.

    


    
      	
              6

            	
              Redemption
                and Purchase

            


    

    


    
      	
              (a)

            	
              Final
                Redemption

            


    

    


    Unless
      previously purchased and cancelled, redeemed or converted as herein provided,
      the Bonds will be redeemed at their principal amount on the Final Maturity
      Date,
      subject to Condition 6(e) and Condition 6(i). The Bonds may
      only be redeemed at the


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    option
      of
      the Issuer prior to the Final Maturity Date in accordance with Condition
      6(b) or at the option of the Bondholder in accordance with Condition
      6(d), in each case, subject to Condition 6(e) and, in the case
      of redemption on the Put Date pursuant to sub-paragraph (i) of Condition
      6(d), subject to Condition 6(i).

    


    The
      Issuer
      may elect to satisfy its obligation to redeem the Bonds under this Condition
      6(a) by exercising its Share Settlement Option with respect to all, but
      not some only, of the Bonds as described in Condition 6(i). To exercise
      its Share Settlement Option, the Issuer shall give a notice to such effect
      (the
“Share Settlement Option Notice”) to the Trustee and to the Bondholders (which
      notice shall be irrevocable) in accordance with Condition 16 not more than
      60
      nor less than 30 days prior to the Final Maturity Date.

    


    
      	
              (b)

            	
              Redemption
                at the Option of the
                Issuer

            


    

    


    On
      giving
      not less than 30 nor more than 60 days’ notice (an “Optional Redemption Notice”)
      to the Trustee and to the Bondholders (which notice shall be irrevocable) in
      accordance with Condition 16, the Issuer may redeem all but not some only of
      the
      Bonds on the date (the “Optional Redemption Date”) specified in the Optional
      Redemption Notice in each case at their principal amount, together with accrued
      but unpaid interest to such date:

    


    
      	
            	
              (i)

            	
              at
                any time on or after 23 May 2012, if the Aggregate Value on each
                of not
                less than 20 dealing days in any period of 30 consecutive dealing
                days
                ending not earlier than 14 days prior to the giving of the relevant
                Optional Redemption Notice, exceeds U.S.$130,000;
                or

            


    

    


    
      	
            	
              (ii)

            	
              if,
                at any time prior to the date the relevant Optional Redemption Notice
                is
                given, Conversion Rights shall have been exercised and/or purchases
                (and
                corresponding cancellations) and/or redemptions effected in respect
                of 85
                per cent. or more in principal amount of the Bonds originally issued
                (which shall for this purpose include any further bonds issued pursuant
                to
                Condition 17 and consolidated and forming a single series with the
                Bonds).

            


    

    


    
      	
              (c)

            	
              Optional
                Redemption Notice

            


    

    


    An
      Optional Redemption Notice shall be irrevocable. Any such notice shall specify
      (i) the Optional Redemption Date, (ii) the Conversion Price, the aggregate
      principal amount of the Bonds outstanding and the closing price of the Ordinary
      Shares as derived from the Relevant Stock Exchange, in each case as at the
      latest practicable date prior to the publication of the Optional Redemption
      Notice, (iii) the last day on which Conversion Rights may be exercised by
      Bondholders and (iv) if the Issuer is electing to make payments in Sterling
      pursuant to Condition 6(e), that such election is being
      made.

    


    
      	
              (d)

            	
              Redemption
                at the Option of
                Bondholders

            


    

    


    The
      Bondholder of each Bond will have the right to require the Issuer to redeem
      that
      Bond on

    


    
      	
            	
              (i)

            	
              9
                May 2012 (the “Put Date”); and

            


    

    


    
      	
            	
              (ii)

            	
              following
                the occurrence of a Change of Control on the Change of Control Event
                Put
                Date (as defined below),

            


    

    


    in
      each
      case at its principal amount together with interest accrued to, but excluding
      such date. To exercise such right, the Bondholder of the relevant Bond must
      present such Bond at the specified office of any Paying and Conversion Agent
      together with a duly completed and signed notice of exercise (a “Put Exercise
      Notice”), in the form for the time being current, obtainable from the specified
      office of any Paying and Conversion Agent not earlier than 90 nor less than
      30
      days prior to the Put Date or, in the case of a Change of Control, not later
      than 60 days after a Change of Control Notice shall have been given pursuant
      to
      Condition 5(g).

    


    Payment
      in
      respect of any such Bond shall, subject to Condition 6(e) be made by
      transfer to a U.S. dollar account with a bank outside the United States
      specified by the relevant Bondholder in the Put Exercise Notice.

    


    A
      Put
      Exercise Notice, once delivered, shall be irrevocable and the Issuer shall
      redeem all Bonds the subject of Put Exercise Notices delivered as aforesaid
      on
      the Put Date or, as the case may be, the Change of Control Event Put
      Date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Change
      of
      Control Event Put Date” means the fourteenth London business day after the
      expiry of the period of 60 days referred to above.

    


    The
      Issuer
      may elect to satisfy its obligation to redeem on the Put Date Bonds which are
      the subject of Put Exercise Notices under sub-paragraph (i) above of this
      Condition 6(d) by exercising its Share Settlement Option with respect
      to all, but not some only, of such Bonds as described in Condition
      6(i). To exercise its Share Settlement Option, the Issuer shall give
      a
      notice to such effect (also a “Share Settlement Option Notice”) to the Trustee
      and to Bondholders (which notice shall be irrevocable) in accordance with
      Condition 16 not less than 10 days prior to the Put Date.

    


    
      	
              (e)

            	
              Issuer
                Option to Redeem in
                Sterling

            


    

    


    Subject
      to
      the Issuer not having exercised its Share Settlement Option in accordance with
      Condition 6(i), the amount to be paid by the Issuer (the “Redemption
      Amount”) on the date for redemption (the “Redemption Date”) in accordance with
      Condition 6(a), (b) or (d) will be payable in U.S.
      dollars unless the Issuer elects to make payment in pounds sterling, in which
      event the Issuer shall: (i) in the case of redemption in accordance with
      Condition 6(a) give not less than 20 nor more than 60 days’ notice in
      writing thereof before the Final Maturity Date (unless a shorter notice period
      shall be agreed to by the Trustee in writing) to the Trustee and the Principal
      Paying and Conversion Agent and to the Bondholders in accordance with Condition
      16; or (ii) in the case of redemption in accordance with Condition 6(b)
      give notice thereof in the Optional Redemption Notice; or (iii) in the case
      of
      redemption in accordance with Condition 6(d) give notice thereof not
      less than 10 days prior to the Put Date or Change of Control Event Put Date,
      as
      the case may be. Such pounds sterling amount shall be calculated by multiplying
      the Redemption Amount (in U.S. dollars) by 1.007 and converting such U.S. dollar
      amount into pounds sterling at the Prevailing Rate on the second business day
      prior to the Redemption Date and rounding the resultant figure (if necessary)
      to
      the nearest penny (with £0.005 being rounded upwards). Such calculation shall be
      made by the Issuer. If the Issuer so elects to pay in pounds sterling, the
      Issuer shall deliver to the Trustee on the Redemption Date a certificate signed
      by a director of the Issuer stating the amount in pounds sterling to be paid
      in
      respect of each U.S.$1,000 principal amount of Bonds and stating that such
      calculation complies with this Condition.

    


    
      	
              (f)

            	
              Purchase

            


    

    


    Subject
      to
      the requirements (if any) of the UK Listing Authority or the London Stock
      Exchange or any stock exchange on which the Bonds may be admitted to listing
      and
      trading at the relevant time and subject to compliance with applicable laws
      and
      regulations, the Issuer or any Subsidiary of the Issuer may at any time purchase
      Bonds (provided that all unmatured Coupons relating to them are purchased
      therewith or attached thereto) in the open market or otherwise at any price.
      The
      Bonds so purchased, while held by or on or behalf of the Issuer or any
      Subsidiary of the Issuer shall not entitle the holder to vote at any meetings
      of
      Bondholders and shall not be deemed to be outstanding for the purposes of
      calculating quorums at meetings of the Bondholders or for the purposes of
      Condition 13(a). Subject to applicable laws, any purchase by tender
      shall be made available to all Bondholders alike.

    


    
      	
              (g)

            	
              Cancellation

            


    

    


    All
      Bonds
      which are redeemed or in respect of which Conversion Rights are exercised will
      be cancelled (together with all relative unmatured Coupons attached to the
      Bonds
      or surrendered with the Bonds) and may not be reissued or resold. Bonds
      purchased by the Issuer or any of its Subsidiaries may be surrendered to the
      Principal Paying and Conversion Agent for cancellation and may not be reissued
      or resold.

    


    
      	
              (h)

            	
              Multiple
                Notices

            


    

    


    If
      more
      than one notice of redemption is given pursuant to this Condition 6, the first
      of such notices to be given shall prevail.

    


    
      	
              (i)

            	
              Share
                Settlement Option

            


    

    


    Subject
      to
      the Ordinary Shares being listed on the London Stock Exchange at the due date
      for redemption, the Issuer may, in the circumstances referred to in Condition
      6(a) or sub-paragraph (i) of Condition 6(d), (provided that no
      event or circumstance constituting a Knock-out Event (as defined below) has
      occurred in relation to the Issuer prior to the date of the relevant
      Share


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Settlement
      Option Notice) elect (the “Share Settlement Option”) by giving a Share
      Settlement Option Notice in the manner described in Condition 6(a) or
      sub-paragraph (i) of Condition 6(d) in lieu of redeeming the relevant
      Bonds in cash, to effect redemption in respect of the Bonds by:

    


    
      	
            	
              (a)

            	
              issuing
                and allotting or transferring to the relevant Bondholders such number
                of
                Ordinary Shares as is determined by dividing the principal amount
                of such
                Bonds by the Conversion Price prevailing on the Valuation Date (as
                defined
                below) provided that, in the event that the product of the Market
                Value
                (as defined below) of an Ordinary Share on the Valuation Date and
                the
                whole number of Ordinary Shares otherwise deliverable in accordance
                with
                this Condition 6(i)(a) exceeds the principal amount of such
                Bonds, the Issuer will deliver such lesser number of Ordinary Shares
                as
                results in the aggregate Market Value on the Valuation Date of the
                Ordinary Shares to be delivered equaling the principal amount of
                such
                Bonds, rounded down to the nearest whole number of Ordinary
                Shares;

            


    

    


    
      	
            	
              (b)

            	
              making
                payment of an amount (the “Cash Settlement Amount”) equal to the amount
                (if any) by which the principal amount of such Bonds exceeds the
                product
                of the Market Value of an Ordinary Share on the Valuation Date and
                the
                whole number of Ordinary Shares to be issued or transferred and delivered
                in accordance with (a) above in respect of such Bonds;
                and

            


    

    


    
      	
            	
              (c)

            	
              making
                or procuring payment in cash of any accrued and unpaid
                interest.

            


    

    


    “Valuation
      Date” means the date falling three dealing days prior to the due date for
      redemption of the Bonds.

    


    Fractions
      of Ordinary Shares will not be issued and no cash payment will be made in lieu
      thereof. However, if one or more Share Settlement Notices and relevant Bonds
      are
      delivered not later than the Redemption Notice Cut-off Date (as defined below)
      such that the Ordinary Shares to be issued or transferred and delivered on
      redemption of such Bonds are to be registered in the same name, the number
      of
      Ordinary Shares to be issued or transferred and delivered in respect thereof
      shall be calculated on the basis of the aggregate principal amount of such
      Bonds.

    


    Where
      Ordinary Shares are to be issued or transferred and delivered to the Relevant
      Person pursuant to sub-paragraph (iii) below, the number of Ordinary Shares
      so
      to be issued or transferred and delivered shall be calculated on the basis
      of
      the aggregate principal amount of Bonds in respect of which such issue is to
      be
      effected.

    


    Ordinary
      Shares to be issued or transferred and delivered in the manner contemplated
      in
      this Condition upon exercise of the Share Settlement Option are referred to
      as
“Redemption Settlement Shares”.

    


    If
      either
      (a) the Issuer does not deliver a relevant Share Settlement Option Notice in
      the
      manner and by the time set out in this Condition 6(i), or (b) the
      Issuer does so deliver a Share Settlement Option Notice but an event or
      circumstance constituting a Knock-out Event occurs in relation to the Issuer
      thereafter but prior to the issue of the Redemption Settlement Shares (such
      circumstances being referred to as a “Share Settlement Option Notice
      Annulment”), the relevant Bonds shall be redeemed for cash in accordance with
      the provisions of Condition 6(a) or, as appropriate sub-paragraph (i)
      of Condition 6(d) as appropriate and payment in respect thereof shall
      be made in accordance with Condition 7.

    


    As
      used in
      this Condition 6(i):

    


    “Knock-out
      Event” means “Bankruptcy”, “Failure to Pay”, “Obligation Acceleration” and/or
“Restructuring”, as such terms are defined in the 2003 ISDA Credit Derivatives
      Definitions (the “Definitions”), and for these purposes:

    


    
      	
            	
              (1)

            	
              the
                second sentence of Section 4.1 of the Definitions shall apply as
                if
                references to “Credit Event” were references to “Knock-out
                Event”;

            


    

    


    
      	
            	
              (2)

            	
              references
                in the Definitions to the “Reference Entity” shall be deemed to be
                references to the Issuer;

            


    

    


    
      	
            	
              (3)

            	
              references
                in the Definitions to an “Obligation” shall be deemed to be references to
                any obligation of the Issuer either directly or as provider of a
                Qualifying Guarantee, that is described by the Borrowed Money Obligation
                Category (as defined in the Definitions) and having the Not Subordinated
                Obligation Characteristic (as provided in paragraph (4) below), in
                each
                case as

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	
               

            	
              
                of
                  the date of the event which constitutes the relevant Knock-out
                  Event (and, for these purposes, where the obligation is a Qualifying
                  Guarantee, Section 2.21(d)(i) of the Definitions shall
                  apply);

              

            


    

    


    
      	
            	
              (4)

            	
              an
                obligation shall be deemed to have the Not Subordinated Obligation
                Characteristic if (a) it is not Subordinated (as defined in the
                Definitions provided that the exclusion in the last sentence of such
                definition shall be disregarded) to any unsubordinated Borrowed Money
                obligation (as defined in the Definitions) of the Issuer and (b)
                if the
                obligation is a Qualifying Guarantee, the Underlying Obligation is
                not
                Subordinated to any unsubordinated Borrowed Money Obligation of the
                Underlying Obligor;

            


    

    


    
      	
            	
              (5)

            	
              “Qualifying
                Guarantee” means an arrangement evidenced by a written instrument pursuant
                to which the Issuer irrevocably agrees (by guarantee of payment or
                equivalent legal arrangement) to pay all amounts due under an obligation
                (the “Underlying Obligation”) for which another party is the obligor (the
                “Underlying Obligor”). Qualifying Guarantees shall exclude any arrangement
                (a) structured as a surety bond, financial guarantee, insurance policy,
                letter of credit or equivalent legal arrangement or (b) pursuant
                to the
                terms of which the payment obligations of the Issuer can be discharged,
                reduced or otherwise altered or assigned (other than by operation
                of law)
                as a result of the occurrence or non-occurrence of an event or
                circumstance (other than payment). The benefit of a Qualifying Guarantee
                must be capable of being transferred together with the delivery,
                novation,
                transfer, assignment or sale (as appropriate) of the Underlying
                Obligations;

            


    

    


    
      	
            	
              (6)

            	
              for
                the purposes of Sections 4.7(a) and 4.7(b) of the
                Definitions, the term Obligation shall be deemed to include Underlying
                Obligations for which the Issuer is acting as provider of a Qualifying
                Guarantee. In the case of a Qualifying Guarantee and an Underlying
                Obligation, references to the Reference Entity in Section 4.7(a)
                of the Definitions shall be deemed to refer to the Underlying Obligor
                and
                the reference to the Reference Entity in Section 4.7(b) shall
                continue to refer to the Reference
                Entity;

            


    

    


    
      	
            	
              (7)

            	
              in
                the definition of “Grace Period” Sections 1.12(a)(ii) and (iii)
                of the Definitions shall not apply;

            


    

    


    
      	
            	
              (8)

            	
              references
                in the Definitions to “the later of the Trade Date” shall be deemed to be
                references to the issue date of the
                Bonds;

            


    

    


    
      	
            	
              (9)

            	
              references
                in the Definitions to the “Payment Requirement” shall be deemed to be to
                U.S.$1,000,000 or its equivalent in the relevant Obligation Currency
                (as
                defined in the Definitions) as of the occurrence of the relevant
                Failure
                to Pay;

            


    

    


    
      	
            	
              (10)

            	
              references
                in the Definitions to the “Default Requirement” shall be deemed to be to
                U.S.$10,000,000 or its equivalent in the relevant Obligation Currency
                (as
                defined in the Definitions) as of the occurrence of the relevant
                Knock-out
                Event; and

            


    

    


    
      	
            	
              (11)

            	
              notwithstanding
                anything to the contrary in Section 4.7 of the Definitions, the occurrence
                of, agreement to or announcement of any of the events described in
                Section
                4.7(a)(i) to (v) of the Definitions shall not be a Restructuring
                unless the Obligation in respect of any such events is a Multiple
                Holder
                Obligation. “Multiple Holder Obligation” means an Obligation that (i) at
                the time of the event which constitutes a Restructuring Knock-out
                Event is
                held by more than three holders that are not Affiliates (as defined
                in the
                Definitions) of each other and (ii) with respect to which a percentage
                of
                holders (determined pursuant to the terms of the Obligation as in
                effect
                on the date of such event) at least equal to sixty-six-and-two-thirds
                is
                required to consent to the event which constitutes a Restructuring
                Knock-out Event provided that any Obligation that is a Bond (as defined
                in
                the definitions) shall be deemed to satisfy the requirement in Section
                4.9(a)(ii).

            


    

    


    As
      used in
      this Condition 6(i), the “Market Value” of an Ordinary Share on the
      Valuation Date shall mean the Current Market Price (as defined in these
      Conditions, but with the substitution of (1) references to fifteen consecutive
      dealing days for the references therein to periods of five consecutive dealing
      days and (2) references to the said fifteen day period for the references
      therein to the said five day period) of an Ordinary Share on the Valuation
      Date.

    


    If
      the
      Issuer elects to exercise the Share Settlement Option with respect to Bonds,
      the
      following provisions shall apply:

    


    
      	
            	
              (i)

            	
              In
                order to obtain issue or transfer and delivery of the relevant Redemption
                Settlement Shares, the relevant Bondholder must deliver to the specified
                office of any Paying and Conversion Agent at least 3 business days
                in the
                relevant place of delivery prior to the due date for redemption (the
                “Redemption Notice Cut-off Date”), a duly completed and signed share
                settlement notice (a “Share Settlement Notice”) in the form, for the time
                being current, obtainable from any Paying and Conversion Agent together
                in
                each case with the relevant Bonds. If such delivery is made after
                the end
                of normal business hours at the
                specified

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	
                office
                  of the relevant Paying and Conversion Agent, such delivery shall
                  be deemed
                  for all purposes of these Conditions to have been made on the next
                  following such business day.

              
	 	 	 
	 	
                (ii)

              	
                Subject
                  as provided herein, the relevant Redemption Settlement Shares will
                  be
                  issued or transferred and delivered in accordance with the instructions
                  given in the Share Settlement Notice and the Cash Settlement Amount
                  (if
                  any) and, if the due date for redemption is not an Interest Payment
                  Date,
                  any accrued and unpaid interest will be paid in accordance with
                  instructions contained in the relevant Share Settlement Notice,
                  and, if
                  the due date for redemption is an Interest Payment Date, any accrued
                  and
                  unpaid interest will be paid in accordance with Condition 7, in
                  each case
                  on the due date for redemption of such Bonds, provided the Share
                  Settlement Notice and the relevant Bonds are delivered not later
                  than the
                  Redemption Notice Cut-off Date.

              
	 	 	 
	 	
                (iii)

              	
                If
                  the Share Settlement Notice and relevant Bonds are not delivered
                  to a
                  Paying and Conversion Agent on or before the Redemption Notice
                  Cut-off
                  Date, then (1), if the due date for redemption of the Bonds is
                  an Interest
                  Payment Date, any accrued and unpaid interest will be paid in accordance
                  with Condition 7 on the due date for redemption of such Bonds,
                  (2) the
                  relevant Redemption Settlement Shares will be issued and allocated
                  or
                  transferred and delivered on such due date for redemption to a
                  person (the
                  “Relevant Person”) selected by the Issuer and approved by the Trustee and
                  on such condition as the Trustee may reasonably require in the
                  interests
                  of the relevant Bondholder and (3) the Cash Settlement Amount (if
                  any)
                  and, if the due date for redemption is not an Interest Payment
                  Date, any
                  accrued and unpaid interest will be paid to the Trustee or as the
                  Trustee
                  may direct on such due date for redemption. The Issuer shall procure
                  that
                  all of such Redemption Settlement Shares shall be sold by or on
                  behalf of
                  the Relevant Person as soon as practicable based on advice from
                  a
                  reputable financial institution, investment or commercial bank
                  or broker
                  selected by the Issuer and approved by the Trustee and (subject
                  to any
                  necessary consents being obtained and to the deduction by or on
                  behalf of
                  the Relevant Person of any amount payable in respect of its liability
                  to
                  taxation and the payment of any capital, stamp, issue or registration
                  and
                  transfer taxes and duties (if any) and any fees or costs reasonably
                  incurred by or on behalf of the Relevant Person in connection with
                  the
                  allotment and sale thereof) the net proceeds of sale paid to the
                  Trustee.
                  The net proceeds of such sale shall be paid to the Trustee together
                  with
                  the Cash Settlement Amount (if any) and any interest in respect
                  of the
                  Bonds paid to the Trustee shall be held by or on behalf of the
                  Trustee and
                  distributed rateably to the holders of the relevant Bonds in accordance
                  with Condition 8 (or in such other manner as the Trustee shall
                  in its sole
                  and absolute discretion determine and notify to the Bondholders
                  in
                  accordance with Condition 17 on or after such date as the Trustee
                  may
                  determine in its sole and absolute discretion and notify to the
                  Bondholders in accordance with Condition 17). The amount of such
                  net
                  proceeds of sale, the Cash Settlement Amount (if any) and any interest
                  paid as aforesaid payable to a holder pursuant to this sub-paragraph
                  (iii)
                  shall be treated for all purposes as the full amount due from the
                  Issuer
                  in respect of the relevant Bonds.

              
	 	 	 
	 	
                (iv)

              	
                The
                  Cash Settlement Amount shall be payable in U.S. dollars unless
                  the Issuer
                  elects in the relevant Share Settlement Option Notice to make payment
                  in
                  pounds sterling, in which event the Issuer shall pay an amount
                  equal to
                  the Cash Settlement Amount (in U.S. dollars) multiplied by 1.007
                  and
                  converted into pounds sterling at the Prevailing Rate on the second
                  business day prior to the relevant redemption date and rounding
                  the
                  resultant figure (if necessary) to the nearest penny (with £0.005 being
                  rounded upwards). Such calculation shall be made by the Issuer.
                  If the
                  Issuer so elects to pay in pounds sterling, the Issuer shall deliver
                  to
                  the Trustee on the date payment of the Cash Settlement Amount falls
                  due a
                  certificate signed by a director of the Issuer stating the amount
                  in
                  pounds sterling to be paid in respect of the Cash Settlement Amount
                  and
                  stating that such calculation complies with this Condition. If
                  the Issuer
                  does not make any such election as aforesaid, the Cash Settlement
                  Amount
                  shall be the relevant U.S. dollar amount.

              
	 	 	 
	 	
                (v)

              	
                The
                  Trustee and any person acting on its behalf shall have no liability
                  whatsoever to the Issuer, any Bondholders or any other person in
                  respect
                  of the exercise or non exercise of any discretion pursuant to
                  sub-paragraph (iii) above or in respect of any sale of Redemption
                  Settlement Shares whether for the timing of any such sale or the
                  price at
                  which any such Redemption Settlement Shares are sold or the inability
                  to
                  sell any such Redemption Settlement Shares.

              
	 	 	 
	 	
                (vi)

              	
                Without
                  prejudice to any Share Settlement Option Notice Annulment, a Share
                  Settlement Option Notice shall be irrevocable and any Share Settlement
                  Notice shall be irrevocable. Failure properly to complete and deliver
                  a
                  Share Settlement Notice and deliver the relevant Bonds may result
                  in such
                  notice being treated as null and void and the Issuer shall be entitled
                  to
                  effect settlement in accordance with sub-paragraph (iii) above.
                  Any
                  determination as to whether such notice has been properly completed
                  and
                  delivered as provided in these Conditions shall be made by the
                  Issuer in
                  its sole and absolute discretion and shall be conclusive and binding
                  on
                  the relevant Bondholders.

              



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	 	
                  (vii)

                	
                  Ordinary
                    Shares to be issued or transferred and delivered as contemplated
                    by this
                    Condition 6(i) shall be deemed to be issued and allotted or transferred
                    and delivered as of the due date for redemption of the
                    Bonds.

                
	 	 	 
	 	
                  (viii)

                	
                  A
                    Bondholder or the Relevant Person must pay (in the case of the
                    Relevant
                    Person by means of deduction from the net proceeds of sale referred
                    to in
                    sub-paragraph (iii) above or from amounts otherwise available
                    to the
                    Relevant Person for the purpose) directly to the relevant authorities
                    any
                    capital, stamp, issue and registration and transfer taxes and
                    duties
                    arising on the relevant issue and delivery of Redemption Settlement
                    Shares
                    (other than any stamp duty reserve tax or capital, stamp, issue
                    and
                    registration and transfer taxes and duties payable in the United
                    Kingdom,
                    Luxembourg or Belgium in respect of the allotment and issue of
                    any
                    Redemption Settlement Shares pursuant to this Condition 6(i),
                    which shall
                    be paid by the Issuer except for any stamp duty or stamp duty
                    reserve tax
                    that arises (a) as a result of a Bondholder being within the
                    categories of
                    persons referred to in sub-paragraphs (i) and (ii) of paragraph
                    (ix) below
                    or (b) as a result of a Bondholder nominating that the Redemption
                    Settlement Shares are issued or delivered to a different party
                    (other than
                    a nominee acting on behalf of the Bondholder) (which shall in
                    each case be
                    for the account of the Bondholder) and such Bondholder or the
                    Relevant
                    Person (as the case may be) must pay (in the case of the Relevant
                    Person,
                    by way of deduction from the net proceeds of sale as aforesaid
                    or from
                    amounts otherwise available to the Relevant Person for the purpose)
                    all,
                    if any, taxes arising by reference to any disposal or deemed
                    disposal of a
                    Bond or interest therein in connection with such
                    redemption.

                
	 	 	 
	 	
                  (ix)

                	
                  The
                    Redemption Settlement Shares will not be available for issue
                    (i) to, or to
                    a nominee or agent for, Euroclear Bank S.A./N.V. or Clearstream
                    Banking,
                    société anonyme or any other person providing a clearance service within
                    the meaning of Section 96 of the Finance Act 1986 of the United
                    Kingdom or
                    (ii) to a person, or nominee or agent for a person, whose business
                    is or
                    includes issuing depositary receipts within the meaning of Section
                    93 of
                    the Finance Act 1986 of the United Kingdom, in each case at any
                    time prior
                    to the “abolition day” as defined in Section 111(1) of the Finance Act
                    1990 of the United Kingdom.

                
	 	 	 
	 	
                  (x)

                	
                  Redemption
                    Settlement Shares will be delivered in uncertificated form through
                    the
                    dematerialised securities trading system operated by CRESTCo
                    Limited,
                    known as CREST, unless, at the time of issue, the Ordinary Shares
                    are not
                    a participating security in CREST. Where Redemption Settlement
                    Shares are
                    to be issued through CREST, they will be delivered to the account
                    specified by the relevant Bondholder in the relevant Share Settlement
                    Notice or, as appropriate, to the account specified by the Relevant
                    Person. Where Redemption Settlement Shares are to be delivered
                    in
                    certificated form, a certificate in respect thereof will be dispatched
                    by
                    mail free of charge (but uninsured and at the risk of the recipient)
                    to
                    the relevant Bondholder or as it may direct in the relevant Share
                    Settlement Notice, or, as appropriate, as the Relevant Person
                    may
                    direct.

                
	 	 	 
	 	
                  (xi)

                	
                  The
                    Redemption Settlement Shares issued or transferred and delivered
                    upon
                    redemption of the Bonds will be fully paid and will in all respects
                    rank
                    pari passu with the fully paid Ordinary Shares in issue on the
                    relevant redemption date of the relevant Bonds, except in any
                    such case
                    for any right excluded by mandatory provisions of applicable
                    law and
                    except that such Redemption Settlement Shares will not rank for
                    (or, as
                    the case may be, the relevant holder shall not be entitled to
                    receive) any
                    rights, distributions or payments the record date or other due
                    date for
                    the establishment of entitlement for which falls prior to the
                    due date for
                    redemption.

                


        

      

    

     

    
      	
              7

            	
              Payments

            


    

    


    
      	
              (a)

            	
              Principal

            


    

    


    Payment
      of
      principal in respect of the Bonds and accrued interest payable on a redemption
      of the Bonds other than on an Interest Payment Date will be made against
      presentation and surrender (or in the case of partial payment only, endorsement)
      of the Bond, at the specified office of any Paying and Conversion
      Agent.

    


    
      	
              (b)

            	
              Interest
                and other Amounts

            


    

    


    
      	
            	
              (i)

            	
              Payments
                of interest due on an Interest Payment Date will be made against
                presentation and surrender (or in the case of partial payment only,
                endorsement) of the relevant Coupons, at the specified office of
                any of
                the Paying and Conversion Agents outside the United States as provided
                herein. Payments will not be made by mail to an address in the United
                States or by transfer to or for an account maintained in the United
                States.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

            	
              Payments
                of all amounts other than as provided in Condition 7(a) and
                (b)(i) will be made as provided in these
                Conditions.

            


    

    


    
      	
              (c)

            	
              Coupons

            


    

    


    Each
      Bond
      should be presented for payment together with all relative unmatured Coupons,
      failing which the full amount of any relative missing unmatured Coupon (or,
      in
      the case of payment not being made in full, the proportion of the full amount
      of
      the missing unmatured Coupon which the amount so paid bears to the total amount
      due) will be deducted from the amount due for payment. Each amount so deducted
      will be paid in the manner mentioned above against presentation and surrender
      (or, in the case of part payment only, endorsement) of the relative missing
      Coupon at any time before the expiry of 10 years after the Relevant Date in
      respect of the relevant Bond (whether or not the Coupon would otherwise have
      become void pursuant to Condition 11) or, if later, five years after the date
      on
      which the Coupon would have become void pursuant to Condition 11, but not
      thereafter.

    


    
      	
              (d)

            	
              Payments

            


    

    


    Payments
      will be made by U.S. dollar cheque or, at the option of the relevant Bondholder,
      by transfer to a U.S. dollar account maintained with a bank outside the United
      States or (if the Issuer elects to make payment in pounds sterling pursuant
      to
      Conditions 6(e), 6(i) or 9, as the case may be), by pounds
      sterling cheque drawn on a bank in London or, at the option of the relevant
      Bondholder, by transfer to a pounds sterling account maintained with a bank
      in
      London.

    


    
      	
              (e)

            	
              Payments
                subject to fiscal
                laws

            


    

    


    All
      payments in respect of the Bonds are subject in all cases to any applicable
      fiscal or other laws and regulations. No commissions or expenses shall be
      charged to the Bondholders in respect of such payments.

    


    
      	
              (f)

            	
              Presentation
                Date

            


    

    


    A
      holder
      shall be entitled to present a Bond or Coupon for payment only on a Presentation
      Date and shall not be entitled to any further interest or other payment if
      a
      Presentation Date is after the due date.

    


    
      	
              (g)

            	
              Paying
                and Conversion Agents,
                etc.

            


    

    


    The
      initial Paying and Conversion Agents and their initial specified offices are
      listed below. The Issuer reserves the right under the Agency Agreement at any
      time, with the prior written approval of the Trustee, to vary or terminate
      the
      appointment of any Paying and Conversion Agent and appoint additional or other
      Paying and Conversion Agents, provided that it will (i) maintain a Principal
      Paying and Conversion Agent, (ii) maintain so long as the Bonds are listed
      on
      the London Stock Exchange’s EEA Regulated Market and the rules of the UK Listing
      Authority or the London Stock Exchange so require, a Paying and Conversion
      Agent
      having a specified office in London and (iii) maintain, to the extent possible,
      a Paying and Conversion Agent with a specified office in a European Union member
      state that will not be obliged to withhold or deduct tax pursuant to European
      Council Directive 2003/48/EC or any other European Union Directive implementing
      the conclusions of the ECOFIN council meeting of 26-27 November 2000 on the
      taxation of savings income or any law implementing or complying with, or
      introduced in order to conform to, such Directive. Notice of any change in
      the
      Paying and Conversion Agents or their specified offices will promptly be given
      by the Issuer to the Bondholders in accordance with Condition 16.

    


    
      	
              (h)

            	
              U.S.
                Paying and Conversion
                Agents

            


    

    


    Notwithstanding
      the foregoing, payments will be made at the specified office in the United
      States of any Paying and Conversion Agent and (if no such appointment is then
      in
      effect) the Issuer shall, subject to the prior written approval of the Trustee,
      appoint and maintain a Paying and Conversion Agent with a specified office
      in
      New York City at which payments will be made if: (i) the Issuer has appointed
      Paying and Conversion Agents with specified offices outside the United States
      with the reasonable expectation that the Paying and Conversion Agents would
      be
      able to make payment at the specified offices outside the United States of
      the
      full amount payable with respect to the Bonds in the manner provided above
      when
      due; (ii) payment of the full amount due in U.S. dollars at all specified
      offices of the Paying and Conversion Agents outside the United States is illegal
      or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    effectively
      precluded by exchange controls or other similar restrictions and; (iii) the
      payment is then permitted under United States law.

    


    
      	
              (i)

            	
              Fractions

            


    

    


    When
      making payments to Bondholders, if the relevant payment is not of an amount
      which is a whole multiple of the smallest unit of the relevant currency in
      which
      such payment is to be made, such payment will be rounded down to the nearest
      unit.

    


    
      	
              8

            	
              Taxation

            


    

    


    All
      payments in respect of the Bonds and Coupons will be made without withholding
      of
      or deduction for taxation unless the withholding or deduction is required by
      law, in which case the relevant payment will be made subject to such withholding
      or deduction. The Issuer will not be required to pay any additional or further
      amounts in respect of such withholding or deduction.

    


    
      	
              9

            	
              Events
                of Default

            


    

    


    If
      any of
      the following events (each an Event of Default) occurs and is continuing, the
      Trustee at its discretion may, and if so requested by the holders of at least
      one-quarter in principal amount of the Bonds then outstanding or if so directed
      by an Extraordinary Resolution shall (subject in each case to it being
      indemnified and/or secured to its satisfaction), give notice to the Issuer
      at
      its registered office that the Bonds are, and they shall accordingly immediately
      become due and repayable at their principal amount together with accrued
      interest (if any) to the date of payment (the “Accelerated
      Amount”):

     

    
      
        	
                (a)

              	
                Non-Payment:  there
                  is default for more than 30 days in the payment of any interest
                  due in
                  respect of the Bonds and there is a default for more than 14 days
                  in the
                  payment of any other amounts due in respect of the Bonds;
                  or

              
	 	 
	
                (b)

              	
                Breach
                  of Other Obligations:  there is default in the performance or
                  observance by the Issuer of any other obligation or provision under
                  the
                  Trust Deed or the Bonds (other than any obligation for the payment
                  of any
                  sum due in respect of the Bonds) which default is incapable of
                  remedy or,
                  if capable of remedy, is not remedied within 60 days (or such longer
                  period as the Trustee may permit) after notice of such default
                  shall have
                  been given to the Issuer by the Trustee; or

              
	 	 
	
                (c)

              	
                Cross-Acceleration:  if
                  any other present or future indebtedness for money borrowed of
                  the Issuer
                  (or a Principal Subsidiary) becomes due and payable prior to its
                  stated
                  maturity by reason of any actual event of default (howsoever defined)
                  provided that the aggregate amount of the indebtedness for money
                  borrowed
                  in respect of which one or more of the events mentioned above in
                  this
                  paragraph (c) have occurred equals or exceeds U.S.$50,000,000 and
                  unless in the opinion of the Trustee the Issuer is contesting in
                  good
                  faith and by appropriate proceedings that such indebtedness was
                  due and
                  payable; or

              
	 	 
	
                (d)

              	
                Winding-up:  a
                  resolution is passed, or a final order of a court in the United
                  Kingdom is
                  made and, where possible, not discharged or stayed within a period
                  of 30
                  days, that the Issuer be wound up or dissolved; or

              
	 	 
	
                (e)

              	
                Enforcement
                  Proceedings:  attachment is made of the whole or substantially
                  the whole of the assets or undertakings of the Issuer or a Principal
                  Subsidiary and such attachment is not released or cancelled within
                  30 days
                  or an encumbrancer takes possession or an administrative or other
                  receiver
                  or similar officer is appointed of the whole or substantially the
                  whole of
                  the assets or undertaking of the Issuer or a Principal Subsidiary
                  (unless
                  in the opinion of the Trustee the Issuer is contesting in good
                  faith and
                  by appropriate proceedings the taking of any such possession or
                  any such
                  appointment) or an administration or similar order is made in relation
                  to
                  the Issuer or a Principal Subsidiary and such taking of possession,
                  appointment or order is not released, discharged or cancelled within
                  30
                  days; or

              
	 	 
	
                (f)

              	
                Ceasing
                  business:  if the Issuer or any Principal Subsidiary shall cease
                  to carry on the whole or substantially the whole of its business,
                  except
                  (i) in each case for the purpose of amalgamation, merger, consolidation,
                  reorganisation, reconstruction or other similar arrangement (A)
                  on terms
                  previously approved in writing by the Trustee (such approval not
                  to be
                  unreasonably withheld or delayed having regard to, and taking into
                  account, the interests of Bondholders only) or by an Extraordinary
                  Resolution of the Bondholders, or (B) in the case of a Principal
                  Subsidiary not involving or arising out of the insolvency of such
                  Principal Subsidiary and under which all or substantially all of its
                  assets are transferred to another Subsidiary or Subsidiaries of
                  the Issuer
                  or to a transferee or transferees which immediately upon such transfer
                  become(s), a Subsidiary or Subsidiaries of the Issuer, or (ii)
                  as
                  a

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              result
                of any disposal of assets by a Principal Subsidiary either (1) to
                any
                other Subsidiary of the Issuer or the Issuer, or (2) to any other
                person
                on arm’s length terms; or

            


    

    


    
      	
              (g)

            	
              Insolvency:  the
                Issuer or a Principal Subsidiary is unable to pay its debts within
                the
                meaning of Section 123(1)(e) or Section 123(2) of the Insolvency
                Act
                1986,

            


    

    


    provided
      that in the case of paragraph (b) above and paragraphs (e),
(f) and (g) insofar as they relate to a Principal
      Subsidiary,
      the Trustee shall have certified that in its opinion such event is materially
      prejudicial to the interests of the Bondholders.

    


    The
      Accelerated Amount shall be payable in U.S. dollars unless the Issuer elects
      to
      make payment in pounds sterling, in which event the Issuer shall pay an amount
      equal to the Accelerated Amount (in U.S. dollars) multiplied by 1.007 and
      converted into pounds sterling at the Prevailing Rate on the second business
      day
      prior to the date on which the Issuer received notice from the Trustee that
      the
      Accelerated Amount had become due and payable and rounding the resultant figure
      (if necessary) to the nearest penny (with £0.005 being rounded upwards). Such
      calculation shall be made by the Issuer. If the Issuer so elects to pay in
      pounds sterling, the Issuer shall deliver to the Trustee on the date payment
      of
      the Accelerated Amount falls due a certificate signed by a director of the
      Issuer stating the amount in pounds sterling to be paid in respect of the
      Accelerated Amount and stating that such calculation complies with this
      Condition. If the Issuer does not make any such election as aforesaid, the
      Accelerated Amount shall be the relevant U.S. dollar amount.

    


    
      	
              10

            	
              Undertakings

            


    

    


    Whilst
      any
      Conversion Right remains exercisable, the Issuer will, save with the approval
      of
      an Extraordinary Resolution or with the prior written approval of the Trustee
      where, in its opinion, it is not materially prejudicial to the interests of
      the
      Bondholders to give such approval:

    


    
      	
              (a)

            	
              other
                than in connection with a Newco Scheme, not issue or pay up any
                Securities, in either case by way of capitalisation of profits or
                reserves, other than:

            


    

    


    
      	 	
              (i)

            	
              by
                the issue of fully paid Ordinary Shares to Shareholders and other
                holders
                of shares in the capital of the Issuer which by their terms entitle
                the
                holders thereof to receive Ordinary Shares or other shares or securities
                on a capitalisation of profits or reserves;
                or

            


    

    


    
      	 	
              (ii)

            	
              by
                the issue of Ordinary Shares paid up in full (in accordance with
                applicable law) and issued wholly, ignoring fractional entitlements,
                in
                lieu of the whole or part of a cash dividend;
                or

            


    

    


    
      	 	
              (iii)

            	
              by
                the issue of fully paid equity share capital (other than Ordinary
                Shares)
                to the holders of equity share capital of the same class and other
                holders
                of shares in the capital of the Issuer which by their terms entitle
                the
                holders thereof to receive equity share capital (other than Ordinary
                Shares); or

            


    

    


    
      	 	
              (iv)

            	
              by
                the issue of Ordinary Shares or any equity share capital to, or for
                the
                benefit of, any employee or former employee, director or executive
                holding
                or formerly holding executive office of the Issuer or any of its
                Subsidiaries or any associated company or to trustees or nominees
                to be
                held for the benefit of any such person, in any such case pursuant
                to an
                employee, director or executive share or option or incentive scheme
                whether for all employees, directors, or executives or any one or
                more of
                them,

            


    

    


    unless,
      in
      any such case, the same constitutes a Dividend or otherwise gives rise (or
      would, but for the provisions of Condition 5(f) relating to the carry
      forward of adjustments, give rise) to an adjustment to the Conversion Price;
      or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              not
                modify the rights attaching to the Ordinary Shares with respect to
                voting,
                dividends or liquidation nor issue any other class of equity share
                capital
                carrying any rights which are more favourable than the rights attaching
                to
                the Ordinary Shares but so that nothing in this Condition 10(b)
                shall prevent:

            


    

    


    
      
        	 	
                (i)

              	
                the
                  issue of equity share capital to employees or former employees
                  or
                  directors (including directors holding or formerly holding executive
                  office or the personal service company of any such person) (or
                  the spouse
                  or relative of any such person) whether of the Issuer or any of
                  its
                  subsidiary or associated companies by virtue of their office or
                  employment
                  pursuant to an employee, director or executive share or option
                  or
                  incentive scheme; or

              
	 	 	 
	 	
                (ii)

              	
                any
                  consolidation, reclassification or subdivision of the Ordinary
                  Shares or
                  any ADSs; or

              
	 	 	 
	 	
                (iii)

              	
                any
                  modification of such rights which is not, in the opinion of a Financial
                  Adviser (addressed to the Trustee), materially prejudicial to the
                  interests of the holders of the Bonds; or

              
	 	 	 
	 	
                (iv)

              	
                any
                  issue of equity share capital where the issue of such equity share
                  capital
                  results, or would, but for the provisions of Condition 5(f)
                  relating to the carry forward of adjustments or the fact that the
                  consideration per Ordinary Share receivable therefore is at least
                  95 per
                  cent. of the Current Market Price per Ordinary Share, otherwise
                  result, in
                  an adjustment to the Conversion Price; or

              
	 	 	 
	 	
                (v)

              	
                without
                  prejudice to any rule of law or legislation (including regulations
                  made
                  under Section 207 of the Companies Act 1989 of Great Britain or
                  any other
                  provision of that or any other legislation), the conversion of
                  Ordinary
                  Shares into, or the issue of any Ordinary Shares in, uncertificated
                  form
                  (or the conversion of Ordinary Shares in uncertificated form to
                  certificated form) or the amendment of the Articles of Association
                  of the
                  Issuer to enable title to securities of the Issuer (including Ordinary
                  Shares) to be evidenced and transferred without a written instrument
                  or
                  any other alteration to the Articles of Association of the Issuer
                  made in
                  connection with the matters described in this Condition 10(b) or
                  which is supplemental or incidental to any of the foregoing (including
                  any
                  amendment made to enable or facilitate procedures relating to such
                  matters
                  and any amendment dealing with the rights and obligations of holders
                  of
                  securities, including Ordinary Shares, dealt with under such procedures);
                  or

              
	 	 	 
	 	
                (vi)

              	
                any
                  issue of equity share capital or modification of rights attaching
                  to the
                  Ordinary Shares, where prior thereto the Issuer shall have instructed
                  a
                  Financial Adviser to determine what (if any) adjustments should
                  be made to
                  the Conversion Price as being fair and reasonable to take account
                  thereof
                  and such Financial Adviser shall have determined either that no
                  adjustment
                  is required or that an adjustment resulting in a decrease in the
                  Conversion Price is required and, if so, the new Conversion Price
                  as a
                  result thereof and the basis upon which such adjustment is to be
                  made and,
                  in any such case, the date on which the adjustment shall take effect
                  (and
                  so that the adjustment shall be made and shall take effect
                  accordingly);

              


      

       

    

    
      	
              (c)

            	
              except
                as part of any employee, director or executive share or option or
                incentive scheme, procure that no Securities (whether issued by the
                Issuer
                or any Subsidiary of the Issuer or procured by the Issuer or any
                Subsidiary of the Issuer to be issued or issued by any other person
                pursuant to any arrangement with the Issuer or any Subsidiary of
                the
                Issuer) issued without rights to convert into, or exchange or subscribe
                for, Ordinary Shares shall subsequently be granted such rights exercisable
                at a consideration per Ordinary Share which is less than 95 per cent.
                of
                the Current Market Price per Ordinary Share at the close of business
                on
                the last dealing day preceding the date of the first public announcement
                of the proposed inclusion of such rights unless the same gives rise
                (or
                would, but for the provisions of Condition 5(f) relating to the
                carry forward of adjustments, give rise) to an adjustment to the
                Conversion Price and that at no time shall there be in issue Ordinary
                Shares of differing nominal values, save where such Ordinary Shares
                have
                the same economic rights;

            


    

    


    
      	
              (d)

            	
              not
                make any issue, grant or distribution or take any other action if
                the
                effect thereof would be that, on the exercise of Conversion Rights
                any
                Ordinary Shares could not, under any applicable law then in effect,
                be
                legally issued as fully paid;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              (e)

            	
              not
                reduce its issued share capital, share premium account, or any uncalled
                liability in respect thereof, or any non-distributable reserves,
                except:

            


    

     

    
      
        	 	
                (i)

              	
                pursuant
                  to the terms of issue of the relevant share capital; or

              
	 	 	 
	 	
                (ii)

              	
                by
                  means of a purchase or redemption of share capital of the Issuer
                  to the
                  extent permitted by applicable law; or

              
	 	 	 
	 	
                (iii)

              	
                as
                  permitted by Section 130(2) of the Companies Act; or

              
	 	 	 
	 	
                (iv)

              	
                where
                  the reduction does not involve any distribution of assets;
                  or

              
	 	 	 
	 	
                (v)

              	
                solely
                  in relation to a change in the currency in which the nominal value
                  of the
                  Ordinary Shares is expressed; or

              
	 	 	 
	 	
                (vi)

              	
                a
                  reduction of share premium account to facilitate the writing off
                  of
                  goodwill arising on consolidation which requires the confirmation
                  of the
                  High Court and which does not involve the return, either directly
                  or
                  indirectly, of an amount standing to the credit of the share premium
                  account of the Issuer and in respect of which the Issuer shall
                  have
                  tendered to the High Court such undertaking as it may require prohibiting,
                  so long as any of the Bonds remains outstanding, the distribution
                  (except
                  by way of capitalisation issue) of any reserve which may arise
                  in the
                  books of the Issuer as a result of such reduction; or

              
	 	 	 
	 	
                (vii)

              	
                to
                  create distributable reserves; or

              
	 	 	 
	 	
                (viii)

              	
                pursuant
                  to a Newco Scheme; or

              
	 	 	 
	 	
                (ix)

              	
                by
                  way of transfer to reserves as permitted under applicable law;
                  or

              
	 	 	 
	 	
                (x)

              	
                where
                  the reduction is permitted by applicable law and the Trustee is
                  advised by
                  a Financial Adviser, acting as an expert, that the interests of
                  the
                  Bondholders will not be materially prejudiced by such reduction
                  and the
                  Trustee may rely on such advice without responsibility or liability
                  to the
                  Bondholders or any other person; or

              
	 	 	 
	 	
                (xi)

              	
                where
                  the reduction is permitted by applicable law and results in (or
                  would, but
                  for the provisions of Condition 5(f) relating to the carry
                  forward of adjustments, result in) an adjustment to the Conversion
                  Price
                  or is otherwise taken into account for the purposes of determining
                  whether
                  such an adjustment should be
                  made,

              


      

    

     

    provided
      that, without prejudice to the other provisions of these Conditions, the Issuer
      may exercise such rights as it may from time to time enjoy pursuant to
      applicable law to purchase its Ordinary Shares and any depositary or other
      receipts or certificates representing Ordinary Shares without the consent of
      Bondholders;

    


    
      	
              (f)

            	
              if
                any offer is made to all (or as nearly as may be practicable all)
                Shareholders (or all (or as nearly as may be practicable all) Shareholders
                other than the offeror and/or any associates of the offeror (as defined
                in
                Section 430E(4) of the Companies Act or any modification or re-enactment
                thereof)) to acquire the whole or any part of the issued Ordinary
                Shares,
                or if any person proposes a scheme with regard to such acquisition,
                give
                notice of such offer or scheme (other than a Newco Scheme) to the
                Bondholders at the same time as any notice thereof is sent to the
                Shareholders (or as soon as practicable thereafter) that details
                concerning such offer or scheme may be obtained from the specified
                offices
                of the Paying and Conversion Agents and, where such an offer or scheme
                has
                been recommended by the board of directors of the Issuer, or where
                such an
                offer has become or been declared unconditional in all respects,
                use all
                reasonable endeavours to procure that a like offer or scheme is extended
                to the holders of any Ordinary Shares issued during the period of
                the
                offer or scheme arising out of the exercise of the Conversion Rights
                by
                the Bondholders and to the holders of the Bonds (which like offer
                or
                scheme in respect of such Bondholders shall entitle such Bondholder
                to
                receive the same type and amount of consideration it would have received
                had it held the number of Ordinary Shares to which such Bondholder
                would
                be entitled assuming he were to exercise his Conversion Rights in
                the
                relevant Change of Control Period;

            


    

    


    
      	
              (g)

            	
              in
                the event of a Newco Scheme, the Issuer shall take (or shall procure
                that
                there is taken) all necessary action to ensure that (to the satisfaction
                of the Trustee) immediately after completion of the scheme of arrangement
                (i) such amendments are made to
                these

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Conditions
                and the Trust Deed as are necessary, in the opinion of the Trustee,
                to
                ensure that the Bonds may be converted into or exchanged for ordinary
                shares in Newco mutatis mutandis in accordance with and subject
                to these Conditions and the Trust Deed; (ii) the ordinary shares
                of Newco
                are (A) admitted to the Official List of the UK Listing Authority
                and
                admitted to trading on the London Stock Exchange’s EEA Regulated Market;
                or (B) admitted to listing on another regulated, regularly operating,
                recognised stock exchange or securities market, and are listed, quoted
                or
                dealt in any other stock exchange or securities market on which the
                Ordinary Shares may then be listed or quoted or dealt in; and are
                listed,
                quoted or dealt in any other stock exchange or securities market
                on which
                the Ordinary Shares may then be listed or quoted or dealt
                in;

            


    

    


    
      	
              (h)

            	
              use
                its reasonable endeavours to ensure that the Ordinary Shares issued
                upon
                exercise of Conversion Rights will, as soon as is practicable, be
                admitted
                to listing and to trading on the London Stock Exchange and will be
                listed,
                quoted or dealt in, as soon as is practicable, on any other stock
                exchange
                or securities market on which the Ordinary Shares may then be listed
                or
                quoted or dealt in;

            


    

    


    
      	
              (i)

            	
              at
                all times keep available for issue free from pre-emptive rights out
                of its
                authorised but unissued capital sufficient authorised but unissued
                Ordinary Shares to enable the exercise of Conversion Rights and all
                rights
                of subscription and exchange for Ordinary Shares, to be satisfied
                in full;
                and

            


    

    


    
      	
              (j)

            	
              not
                permit any amendments to the terms of the Exchangeable Ordinary Shares
                which are materially prejudicial to
                Bondholders.

            


    

    


    As
      used in
      these Conditions, “ordinary share capital” has the meaning ascribed to it in
      Section 832 of the Income and Corporation Taxes Act 1988 and “equity share
      capital” has the meaning ascribed to it in Section 744 of the Companies
      Act.

    


    The
      Issuer
      has undertaken in the Trust Deed, inter alia, to deliver to the Trustee
      annually a certificate of the Issuer, as to there not having occurred an Event
      of Default or Potential Event of Default since the date of the last such
      certificate or if such event has occurred as to the details of such event.
      The
      Trustee will be entitled to rely on such certificate and shall not be obliged
      to
      independently monitor compliance by the Issuer with the undertakings set forth
      in this Condition 10, nor be liable to any person for not so doing.

    


    
      	
              11

            	
              Prescription

            


    

    


    Claims
      in
      respect of principal or any other amount payable upon presentation of the Bonds
      shall become void unless presentation for payment is made as required by
      Condition 7 within a period of 10 years in the case of principal and five years
      in the case of interest from the appropriate Relevant Date.

    


    Claims
      for
      interest payable on an Interest Payment Date shall become void unless the
      relevant Coupon is presented as required by Condition 7 within a period of
      5
      years from the appropriate Relevant Date.

    


    Claims
      in
      respect of any other amounts payable in respect of the Bonds shall become void
      unless made within 10 years following the due date for payment
      thereof.

    


    
      	
              12

            	
              Replacement
                of Bonds and Coupons

            


    

    


    If
      any
      Bond or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be
      replaced at the specified office of any Paying and Conversion Agent subject
      to
      all applicable laws and stock exchange requirements, upon payment by the
      claimant of the expenses incurred in connection with such replacement and on
      such terms as to evidence and indemnity as the Issuer may require. Mutilated
      or
      defaced Bonds or Coupons must be surrendered before replacements will be
      issued.

    


    
      	
              13

            	
              Meetings
                of Bondholders, Modification and Waiver,
                Substitution

            


    

    


    
      	
              (a)

            	
              Meetings
                of Bondholders

            


    

    


    The
      Trust
      Deed contains provisions for convening meetings of Bondholders to consider
      matters affecting their interests, including the sanctioning by Extraordinary
      Resolution of a modification of any of these Conditions or any provisions of
      the
      Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and
      shall be convened by the Issuer if requested in writing by


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Bondholders
      holding not less than 10 per cent. in principal amount of the Bonds for the
      time
      being outstanding. The quorum for any meeting convened to consider an
      Extraordinary Resolution will be one or more persons holding or representing
      a
      clear majority in principal amount of the Bonds for the time being outstanding,
      or at any adjourned meeting one or more persons being or representing
      Bondholders whatever the principal amount of the Bonds so held or represented,
      unless the business of such meeting includes consideration of proposals,
inter alia, (i) to modify the maturity of the Bonds or the dates on
      which interest is payable in respect of the Bonds, (ii) to reduce or cancel
      the
      principal amount, or interest on, the Bonds or to reduce the amount payable
      on
      redemption or conversion of the Bonds or modifying or cancelling the Conversion
      Rights, (iii) to increase the Conversion Price other than in accordance with
      these Conditions, (iv) to change the currency of any payment in respect of
      the
      Bonds, (v) to change the governing law of the Bonds, the Trust Deed or the
      Agency Agreement (other than in the case of a substitution of the Issuer (or
      any
      previous substitute or substitutes) under Condition 13(c)), (vi) to
      modify the provisions concerning the quorum required at any meeting of
      Bondholders or the majority required to pass an Extraordinary Resolution, in
      which case the necessary quorum will be one or more persons holding or
      representing not less than two-thirds, or at any adjourned meeting not less
      than
      one-half, in principal amount of the Bonds for the time being outstanding.
      Any
      Extraordinary Resolution duly passed shall be binding on Bondholders (whether
      or
      not they were present at the meeting at which such resolution was passed) and
      on
      all Couponholders.

    


    The
      Trust
      Deed provides that a resolution in writing signed by or on behalf of the holders
      of not less than 90 per cent. of the aggregate principal amount of Bonds
      outstanding shall for all purposes be as valid and effective as an Extraordinary
      Resolution passed at a meeting of Bondholders duly convened and
      held.

    


    
      	
              (b)

            	
              Modification
                and Waiver

            


    

    


    The
      Trustee may agree, without the consent of the Bondholders or the Couponholders,
      to (i) any modification of any of the provisions of the Trust Deed, any trust
      deed supplemental to the Trust Deed, the Agency Agreement, any agreement
      supplemental to the Agency Agreement, the Bonds, the Coupons or these Conditions
      which in the Trustee’s opinion is of a formal, minor or technical nature or is
      made to correct a manifest error or to comply with mandatory provisions of
      law,
      and (ii) any other modification to the Trust Deed, any trust deed supplemental
      to the Trust Deed, the Agency Agreement, any agreement supplemental to the
      Agency Agreement, the Bonds, the Coupons or these Conditions (except as
      mentioned in the Trust Deed), and any waiver or authorisation of any breach
      or
      proposed breach, of any of the provisions of the Trust Deed, any trust deed
      supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental
      to the Agency Agreement, the Bonds, the Coupons or these Conditions which is,
      in
      the opinion of the Trustee, not materially prejudicial to the interests of
      the
      Bondholders and Couponholders. The Trustee may, without the consent of the
      Bondholders or Couponholders, determine any Event of Default or a Potential
      Event of Default (as defined in the Trust Deed) should not be treated as such,
      provided that in the opinion of the Trustee, the interests of Bondholders and
      the Couponholders will not be materially prejudiced thereby. Any such
      modification, authorisation or waiver shall be binding on the Bondholders and
      the Couponholders and, if the Trustee so requires, such modification shall
      be
      notified to the Bondholders promptly in accordance with Condition
      16.

    


    
      	
              (c)

            	
              Substitution

            


    

    


    The
      Trustee may, without the consent of the Bondholders or Couponholders, agree
      with
      the Issuer to the substitution in place of the Issuer (or any previous
      substitute or substitutes under this Condition) as the principal debtor under
      the Bonds, the Coupons and the Trust Deed of any Subsidiary of the Issuer
      subject to (a) the Bonds being unconditionally and irrevocably guaranteed by
      the
      Issuer, and (b) the Bonds continuing to be convertible or exchangeable into
      Ordinary Shares as provided in these Conditions mutatis mutandis as
      provided in these Conditions, with such amendments as the Trustee shall consider
      appropriate provided that in any such case, (x) the Trustee being satisfied
      that
      the interests of the Bondholders will not be materially prejudiced by the
      substitution, and (y) certain other conditions set out in the Trust Deed being
      complied with. In the case of such a substitution the Trustee may agree, without
      the consent of the Bondholders, to a change of the law governing the Bonds
      and/or the Trust Deed provided that such change would not in the opinion of
      the
      Trustee be materially prejudicial to the interests of the Bondholders. Any
      such
      substitution shall be binding on the Bondholders and shall be notified promptly
      to the Bondholders.

    


    
      	
              (d)

            	
              Entitlement
                of the Trustee

            


    

    


    In
      connection with the exercise of its functions (including but not limited to
      those referred to in this Condition) the Trustee shall have regard to the
      interests of the Bondholders as a class and, in particular but without
      limitation, shall not have regard to the


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    consequences
      of the exercise of its trusts, powers or discretions for individual Bondholders
      resulting from their being for any purpose domiciled or resident in, or
      otherwise connected with, or subject to the jurisdiction of, any particular
      territory, and the Trustee shall not be entitled to require, nor shall any
      Bondholder be entitled to claim, from the Issuer or any other person any
      indemnification or payment in respect of any tax consequence of any such
      exercise upon individual Bondholders. The Trustee may rely upon the contents
      of
      any opinion given to it pursuant to Condition 10(b)(iii) without
      responsibility or liability to the Bondholders or any other person.

    


    
      	
              14

            	
              Enforcement

            


    

    


    The
      Trustee may at any time, at its discretion and without notice, take such
      proceedings against the Issuer as it may think fit to enforce the provisions
      of
      the Trust Deed, the Bonds and the Coupons, but it shall not be bound to take
      any
      such proceedings or any other action in relation to the Trust Deed, the Bonds
      or
      the Coupons unless (i) it shall have been so directed by an Extraordinary
      Resolution of the Bondholders or so requested in writing by the holders of
      at
      least one-quarter in principal amount of the Bonds then outstanding, and (ii)
      it
      shall have been indemnified and/or secured to its satisfaction. No Bondholder
      or
      Couponholder shall be entitled to proceed directly against the Issuer unless
      the
      Trustee, having become bound so to proceed, fails so to do within a reasonable
      period and the failure shall be continuing.

    


    
      	
              15

            	
              The
                Trustee

            


    

    


    The
      Trust
      Deed contains provisions for the indemnification of the Trustee and for its
      relief from responsibility, including relieving it from taking proceedings
      unless indemnified and/or secured to its satisfaction. The Trustee is entitled
      to enter into business transactions with the Issuer and any entity related
      to
      the Issuer without accounting for any profit. The Trustee may rely without
      liability to Bondholders or Couponholders on a report, confirmation or
      certificate or any advice of any accountants, financial advisers or investment
      bank, whether or not addressed to it and whether their liability in relation
      thereto is limited (by its terms or by any engagement letter relating thereto
      entered into by the Trustee or in any other manner) by reference to a monetary
      cap, methodology or otherwise. The Trustee shall be obliged to accept and be
      entitled to rely on any such report, confirmation or certificate or advice
      where
      the Issuer procures delivery of the same pursuant to its obligation to do so
      under a condition hereof or any provision of the Trust Deed and such report,
      confirmation or certificate or advice shall be binding on the Issuer, the
      Trustee and the Bondholders in the absence of manifest error.

    


    
      	
              16

            	
              Notices

            


    

    


    All
      notices regarding the Bonds will be valid if published in one leading daily
      newspaper in the United Kingdom (which is expected to be the Financial
      Times) or, if this is not possible, in one other leading English language
      daily newspaper with general circulation in Europe. The Issuer shall also ensure
      that all notices are duly published in a manner which complies with the rules
      and regulations of any stock exchange or other relevant authority on which
      the
      Bonds are for the time being listed. Any such notice shall be deemed to have
      been given on the date of such publication or, if required to be published
      in
      more than one newspaper or in more than one manner, on the date of the first
      such publication in all the required newspapers or in each required manner.
      If
      publication as provided above is not practicable, notice will be given in such
      other manner, and shall be deemed to have been given on such date, as the
      Trustee may approve.

    


    Couponholders
      will be deemed for all purposes to have notice of the contents of any notice
      given to the Bondholders in accordance with this Condition.

    


    
      	
              17

            	
              Further
                Issues

            


    

    


    The
      Issuer
      may from time to time without the consent of the Bondholders and the
      Couponholders create and issue further notes, bonds or debentures either having
      the same terms and conditions in all respects as the Bonds or in all respects
      except for the first payment of interest on them and so that such further issue
      shall be consolidated and form a single series with the Bonds or upon such
      terms
      as to interest, conversion, premium, redemption and otherwise as the Issuer
      may
      determine at the time of their issue. Any further notes, bonds or debentures
      forming a single series with the Bonds constituted by the Trust Deed or any
      deed
      supplemental to it shall, and any other notes, bonds or debentures may, with
      the
      consent of the Trustee, be constituted by a deed supplemental to the Trust
      Deed.
      The Trust Deed contains provisions for convening a single meeting of the
      Bondholders and the holders of notes, bonds or debentures of other series in
      certain circumstances where the Trustee so decides.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              18

            	
              Contracts
                (Rights of Third Parties) Act
                1999

            


    

    


    No
      person
      shall have any right to enforce any term or condition of the Bonds under the
      Contracts (Rights of Third Parties) Act 1999.

    


    
      	
              19

            	
              Governing
                Law

            


    

    


    The
      Trust
      Deed, the Agency Agreement, the Bonds and the Coupons are governed by, and
      shall
      be construed in accordance with, English law.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PRINCIPAL
      PAYING AND
      CONVERSION AGENT

     

    The
      Bank of New York

    40th
      Floor

    One
      Canada Square

    London
      E14
      5AL

    United
      Kingdom

     

    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Form
      of
      Coupon

     

    On
      the
      front:

     

    SHIRE
      PLC

     

    U.S.$1,100,000,000
      2.75 per cent. Convertible Bonds due 2014

     

    Bond
      in the
      principal amount of U.S.$[●]

     

    Coupon
      for U.S.$[●],
      being the amount due on 9 May and 9
      November  2007/8/9/10/11/12/13/14

     

    This
      Coupon is
      payable to bearer (subject to the Conditions endorsed on the Bond to which
      this
      Coupon relates, which shall be binding upon the holder of this Coupon whether
      or
      not it is for the time being attached to such Bond) at the specified offices
      of
      the Paying and Conversion Agents set out on the reverse hereof (or any further
      or other Paying and Conversion Agents or specified offices duly appointed or
      nominated and notified to the Bondholders).

     

    ANY
      UNITED STATES
      PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
      STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
      AND 1287(a) OF THE INTERNAL REVENUE CODE.

     

    SHIRE
      PLC

     

    By:

     

    


     

    Authorised
      Signatory

    
 

     

    
      	
              Cp
                No.

            	
              Denomination

            	
              ISIN

            	
              Series

            	
              Certif.
                No.

            
	 	 	 	 	 
	 	 	
              XS0299687482

            	 	 


    

    On
      the
      back:

     

    PRINCIPAL
      PAYING AND
      CONVERSION AGENT

     

    The
      Bank of New York

    40th
      Floor

    One
      Canada Square

    London
      E14
      5AL

    United
      Kingdom

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      2

    Part
      1

    Form
      of
      Temporary Global Bond

     

    ISIN:
      XS00290687482

     

    Shire
      plc

    (Incorporated
      in England and Wales

    under
      the
      Companies Act 1985 with registered number 5492592)

    U.S.$1,100,000,000
      2.75 per cent. Convertible Bonds due 2014

    convertible
      into Ordinary Shares of Shire plc

     

    


     

     

    Temporary
      Global Bond

     

    This
      is to certify
      that the bearer is, subject to Condition 6(e) and Condition
      6(i), entitled to the sum of

     

    ONE
      THOUSAND ONE
      HUNDRED MILLION UNITED STATES DOLLARS (U.S.$1,100,000,000)

     

    on
      9 May 2014 (or
      such earlier date as such principal sum may become payable in accordance with
      the Trust Deed (as defined below) and with the terms and conditions (the
“Conditions”) of the Bonds designated above (the
“Bonds”) set out in Schedule 1 to the trust deed
      dated 9 May
      2007 (the “Trust Deed”) between Shire plc (the
“Issuer”) and BNY Corporate Trustee Services Limited
      as
      trustee) upon presentation and surrender of this Temporary Global Bond and
      to
      interest at the rate of 2.75 per cent. per annum on such principal sum paid
      semi-annually in arrear on 9 May and 9 November in each year in accordance
      with
      the methods of calculation provided for in the Conditions.

     

    From
      the 40th day
      after the Closing Date (the “Exchange Date”) this Temporary
      Global Bond may be exchanged in whole or part (free of charge to the holder)
      by
      its presentation and, on exchange in full, surrender to or to the order of
      the
      Principal Paying and Conversion Agent for interests in a Permanent Global Bond
      (the “Global Bond”) in bearer form in an aggregate principal
      amount equal to the principal amount of this Temporary Global Bond submitted
      for
      exchange with respect to which there shall be presented to the Principal Paying
      and Conversion Agent a certificate dated no earlier than the Exchange Date
      from
      Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking,
      société anonyme (“Clearstream, Luxembourg”) substantially to
      the following effect:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “CERTIFICATE

    Shire
      plc

    U.S.$1,100,000,000
      2.75 per cent. Convertible Bonds due 2014

    convertible
      into Ordinary Shares of Shire plc

    Common
      Code
      029968748 ISIN XS0299687482(the “Bonds”)

    This
      is to certify
      that, based solely on certificates we have received in writing, by tested telex
      or by electronic transmission from member organisations appearing in our records
      as persons being entitled to a portion of the principal amount set out below
      (our“Member Organisations”) substantially to the effect set out
      in the temporary global Bond in respect of the Bonds, as of the date hereof,
      U.S.$1,100,000,000 principal amount of the Bonds (1) is owned by persons that
      are not citizens or residents of the United States, domestic partnerships,
      domestic corporations or any estate or trust the income of which is subject
      to
      United States federal income taxation regardless of its source (“United
      States persons”), (2) is owned by United States persons that (a) are
      foreign branches of United States financial institutions (as defined in U.S.
      Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial
      institutions”)) purchasing for their own account or for resale, or (b)
      acquired the Bonds through foreign branches of United States financial
      institutions and who hold the Bonds through such United States financial
      institutions on the date hereof (and in either case (a) or (b), each such United
      States financial institution has agreed, on its own behalf or through its agent,
      that we may advise the Issuer or the Issuer’s agent that it will comply with the
      requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
      of
      1986, as amended, and the regulations thereunder), or (3) is owned by United
      States or foreign financial institutions for purposes of resale during the
      restricted period (as defined in U.S. Treasury Regulations Section
      1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
      financial institutions described in clause (3) above (whether or not also
      described in clause (1) or (2)) have certified that they have not acquired
      the
      Bonds for purposes of resale directly or indirectly to a United States person
      or
      to a person within the United States or its possessions.

     

    We
      further certify
      (1) that we are not making available herewith for exchange (or, if relevant,
      exercise of any rights or collection of any interest) any portion of such
      temporary global Bond excepted in such certificates and (2) that as of the
      date
      hereof we have not received any notification from any of our Member
      Organisations to the effect that the statements made by such Member Organisation
      with respect to any portion of the part submitted herewith for exchange (or,
      if
      relevant, exercise of any rights or collection of any interest) are no longer
      true and cannot be relied upon as of the date hereof.

     

    We
      understand that
      this certificate is required in connection with certain tax laws of the United
      States. In connection therewith, if administrative or legal proceedings are
      commenced or threatened in connection with which this certificate is or would
      be
      relevant, we irrevocably authorise you to produce this certificate to any
      interested party in such proceedings.

     

    ANY
      UNITED STATES
      PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
      STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
      AND 1287(a) OF THE INTERNAL REVENUE CODE.

     

    Yours
      faithfully

     

    [EUROCLEAR
      BANK S.A./N.V.] or [CLEARSTREAM BANKING, SOCIÉTÉ ANONYME]

     

    
      	
              By:

            	
              Dated:

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Any
      person appearing in the records of Euroclear or Clearstream, Luxembourg as
      entitled to an interest in this Temporary Global Bond may require the exchange
      of an appropriate part of this Temporary Global Bond for an equivalent interest
      in the Global Bond by delivering or causing to be delivered to Euroclear or
      Clearstream, Luxembourg a certificate dated not more than 15 days before the
      Exchange Date in substantially the following form (copies of which will be
      available at the office of Euroclear in Brussels and Clearstream, Luxembourg
      in
      Luxembourg):

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “CERTIFICATE

    Shire
      plc

    U.S.$1,100,000,000
      2.75 per cent. Convertible Bonds due 2014

    convertible
      into Ordinary Shares of Shire

    Common
      Code
      029968748 ISIN XS0299687482 (the “Bonds”)

     

    
      	
              To:

            	
              Euroclear
                Bank
                S.A./N.V. or Clearstream Banking, société
                anonyme

            


    

    


     

    This
      is to certify
      that as of the date hereof, and except as set out below, the Bonds held by
      you
      for our account (1) are owned by person(s) that are not citizens or residents
      of
      the United States, domestic partnerships, domestic corporations or any estate
      or
      trust the income of which is subject to United States federal income taxation
      regardless of its source (“United States person(s)”), (2) are
      owned by United States person(s) that (a) are foreign branches of United States
      financial institutions (as defined in U.S. Treasury Regulations Section
      1.165-12(c)(1)(iv) (“financial institutions”)) purchasing for
      their own account or for resale, or (b) acquired the Bonds through foreign
      branches of United States financial institutions and who hold the Bonds through
      such United States financial institutions on the date hereof (and in either
      case
      (a) or (b), each such United States financial institution hereby agrees, on
      its
      own behalf or through its agent, that you may advise the Issuer or the Issuer’s
      agent that it will comply with the requirements of Section 165(j)(3)(A), (B)
      or
      (C) of the Internal Revenue Code of 1986, as amended, and the regulations
      thereunder), or (3) are owned by United States or foreign financial
      institution(s) for purposes of resale during the restricted period (as defined
      in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition
      if
      the owner of the Bonds is a United States or foreign financial institution
      described in clause (3) above (whether or not also described in clause (1)
      or
      (2)) this is to further certify that such financial institution has not acquired
      the Bonds for purposes of resale directly or indirectly to a United States
      person or to a person within the United States or its possessions.

     

    As
      used herein,
“United States” means the United States of America (including
      the States and the District of Columbia) and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American
      Samoa, Wake Island
      and the Northern Mariana Islands.

     

    We
      undertake to
      advise you promptly by tested telex on or prior to that date on which you intend
      to submit your certificate relating to the Bonds held by you for our account
      in
      accordance with your documented procedures if any applicable statement herein
      is
      not correct on such date, and in the absence of any such notification it may
      be
      assumed that this certificate applies as of such date.

     

    This
      certificate
      excepts and does not relate to U.S.$[•] principal amount of such interest in the
      Bonds in respect of which we are not able to certify and as to which we
      understand exchange for an equivalent interest in the Global Bond (or, if
      relevant, exercise of any rights or collection of any interest) cannot be made
      until we do so certify.

     

    We
      understand that
      this certificate is required in connection with certain tax laws of the United
      States. In connection therewith, if administrative or legal proceedings are
      commenced or threatened in connection with which this certificate is or would
      be
      relevant, we irrevocably authorise you to produce this certificate to any
      interested party in such proceeding.

     

    Dated:

     

    By:

     

     

    [Name
      of person
      giving certificate]

    As,
      or as agent for the beneficial owner(s) of the above Bonds to which this
      certificate relates.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon
      any exchange of
      a part of this Temporary Global Bond for an equivalent interest in the Global
      Bond, the portion of the principal amount hereof so exchanged shall be endorsed
      by or on behalf of the Principal Paying and Conversion Agent in the Schedule
      hereto, whereupon the principal amount hereof shall be reduced for all purposes
      by the amount so exchanged and endorsed.

     

    The
      Global Bond will
      be exchangeable in accordance with its terms for definitive Bonds in bearer
      form
      with Coupons attached.

     

    This
      Temporary
      Global Bond is subject to the Conditions and the Trust Deed and until the whole
      of this Temporary Global Bond shall have been exchanged for equivalent interests
      in the Global Bond its holder shall be entitled to the same benefits as if
      he
      were the holder of the Global Bond for interests in which it may be exchanged
      (or the relevant part of it as the case may be) except that (unless exchange
      of
      this Temporary Global Bond for the relevant interest in the Global Bond shall
      be
      improperly withheld or refused by or on behalf of the Issuer) no person shall
      be
      entitled to receive any payment on this Temporary Global Bond and any payment
      of
      interest will only be upon certification.

     

    This
      Temporary
      Global Bond shall not be valid or become obligatory for any purpose until
      authenticated by or on behalf of the Principal Paying and Conversion
      Agent.

     

    This
      Temporary
      Global Bond shall be governed by and construed in accordance with English
      law.

     

    In
      witness whereof
      the Issuer has caused this Temporary Global Bond to be signed on its
      behalf.

     

    Dated:  9
      May 2007

     

    SHIRE
      PLC

     

    By:

     

     

    Authorised
      Signatory

     

     

    Certificate
      of Authentication

     

    This
      Temporary
      Global Bond is authenticated by or on behalf of the Principal Paying and
      Conversion Agent.

     

    THE
      BANK OF
      NEW YORK

     

    as
      Principal Paying
      and Conversion Agent

     

    By:

     

    


     

    Authorised
      Signatory

     

    For
      the purposes of
      authentication only.

     

    ANY
      UNITED STATES
      PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
      STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
      AND 1287(a) OF THE INTERNAL REVENUE CODE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      of
      Exchanges for Interests in the Global Bond, etc

     

    The
      following
      exchanges of an interest in this Temporary Global Bond for an interest in the
      Global Bond have been made:

     

    
      	
              Date
                of Exchange/Exercise of over-allotment option (stating
                which)

            	 	
              Amount
                of decrease/increase in principal amount of this Temporary Global
                Bond

            	 	
              Principal
                amount of this Temporary Global Bond following such
                decrease/increase

            	 	
              Notation
                made by or on behalf of the Principal Paying and Conversion
                Agent

            
	 	 	 	 	 	 	 


    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      2

    Part
      2

    Form
      of
      Global Bond

     

    ISIN:
      XS0299687482

     

     

    Shire
      plc

    (Incorporated
      in England and Wales under the

    Companies
      Act 1985 with registered number 5492592)

    U.S.$1,100,000,000
      2.75 per cent. Convertible Bonds due 2014

    convertible
      into Ordinary Shares of Shire plc

     

    Global
      Bond

     

    This
      is to certify
      that the bearer is, subject to Condition 6(e) and Condition
      6(i), entitled to a principal sum not exceeding

     

    ONE
      THOUSAND ONE
      HUNDRED MILLION UNITED STATES
      DOLLARS  (U.S.$1,100,000,000)

     

    on
      9 May 2014 (or
      such earlier date as such principal sum may become payable in accordance with
      the terms and conditions (the “Conditions”) of the Bonds
      designated above (the “Bonds”) set out in Schedule 1 to the
      Trust Deed dated 9 May 2007 (the “Trust Deed”) between Shire
      plc (the “Issuer”) and BNY Corporate Trustee Services Limited
      as trustee (the “Trustee”)) upon presentation and surrender of
      this Global Bond and to interest at the rate of 2.75 per cent. per annum on
      such
      principal sum paid semi-annually in arrear on 9 May and 9 November in each
      year
      in accordance with the methods of calculation provided for in the
      Conditions.

     

    The
      aggregate
      principal amount from time to time of this Global Bond shall be that amount
      not
      exceeding U.S.$1,100,000,000 as shall be shown by the latest entry in the fourth
      column of Schedule A hereto, which shall be completed by or on behalf of the
      Principal Paying and Conversion Agent upon exchange of the whole or a part
      of
      the Temporary Global Bond initially representing the Bonds for a corresponding
      interest herein or upon the redemption or purchase and cancellation of Bonds
      represented hereby or exchanged for Definitive Bonds as described
      below.

     

    This
      Global Bond is
      exchangeable in whole but not in part (free of charge to the holder) for the
      Definitive Bonds described below if this Global Bond is held on behalf of
      Euroclear or Clearstream, Luxembourg or the Alternative Clearing System (each
      as
      defined under “Notices” below) and any such clearing system is closed for
      business for a continuous period of 14 days (other than by reason of holidays,
      statutory or otherwise) or announces an intention permanently to cease business
      or does in fact do so by such holder giving notice to the Trustee and the
      Principal Paying and Conversion Agent.

     

    On
      or after the
      Exchange Date the holder of this Global Bond may surrender this Global Bond
      to
      or to the order of the Principal Paying and Conversion Agent. In exchange for
      this Global Bond, the Issuer shall deliver, or procure the delivery of, an
      equal
      aggregate principal amount of duly executed and authenticated definitive Bonds
      (the “Definitive Bonds”) (having attached to them all Coupons
      in respect of interest which has not already been paid on this Global Bond),
      security printed in accordance with any applicable legal and stock exchange
      requirements and in or substantially in the form set out in Schedule 1 to the
      Trust Deed. On exchange of this Global Bond, the Issuer will, if the holder
      so
      requests, procure that it is cancelled and returned to the holder together
      with
      any relevant Definitive Bonds.

     

    “Exchange
      Date” means a day falling not less than 60 days after that on which the
      notice requiring exchange is given and on which banks are open for business
      in
      the city in which the specified office of the Principal Paying and Conversion
      Agent is located.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except
      as otherwise
      described herein, this Global Bond is subject to the Conditions and the Trust
      Deed and, until it is exchanged for Definitive Bonds, its holder shall be
      entitled to the same benefits as if it were the holder of the Definitive Bonds
      for which it may be exchanged and as if such Definitive Bonds had been issued
      on
      the date of this Global Bond.

     

    The
      Conditions shall
      be modified with respect to Bonds represented by this Global Bond by the
      following provisions:

     

    Payments

     

    Principal
      and
      interest in respect of this Global Bond shall be paid to its holder against
      presentation for endorsement and (if no further payment falls to be made on
      it)
      surrender of it to or to the order of the Principal Paying and Conversion Agent
      in respect of the Bonds (or to or to the order of such other Paying and
      Conversion Agent as shall have been notified to the Bondholders for this
      purpose) which shall endorse such payment or cause such payment to be endorsed
      in the appropriate Schedule hereto (such endorsement being prima facie
      evidence that the payment in question has been made). References in the
      Conditions to Coupons and Couponholders shall be construed accordingly. No
      person shall however be entitled to receive any payment on this Global Bond
      falling due after the Exchange Date, unless exchange of this Global Bond for
      Definitive Bonds is improperly withheld or refused by or on behalf of the
      Issuer.

     

    Notices

     

    So
      long as this
      Global Bond is held on behalf of Euroclear Bank S.A./N.V.
      (“Euroclear”) or Clearstream Banking, société anonyme
      (“Clearstream, Luxembourg”) or such other clearing system as
      shall have been approved by the Trustee (the “Alternative Clearing
      System”), notices required to be given to Bondholders may be given by
      their being delivered to Euroclear and Clearstream, Luxembourg or, as the case
      may be, the Alternative Clearing System, for communication by it to entitled
      accountholders rather than by publication as required by the Conditions. Any
      such notice shall be deemed to have been given to the Bondholders on the day
      after the day on which such notice is delivered to that clearing
      system.

     

    Prescription

     

    Claims
      against the
      Issuer in respect of principal or any other amount (not including interest)
      payable on presentation of this Global Bond will become void unless it is
      presented for payment within a period of ten years from the appropriate Relevant
      Date (as defined in Condition 3).

     

    Claims
      in respect of
      interest payable on an Interest Payment Date on this Global Bond will become
      void unless it is presented for payment within a period of five years from
      the
      appropriate Relevant Date.

     

    Meetings

     

    The
      holder hereof
      shall be treated at a meeting of Bondholders as having one vote in respect
      of
      each Bond for which this Global Bond may be exchanged.

     

    Purchase
      and
      Cancellation

     

    Cancellation
      of any
      Bond represented by this Global Bond which is required by the Conditions to
      be
      cancelled will be effected by reduction in the principal amount of this Global
      Bond on its presentation to or to the order of the Principal Paying and
      Conversion Agent for notation in Schedule A. Bonds may only be purchased by
      the
      Issuer or any of its Subsidiaries if (where they should be cancelled in
      accordance with the Conditions) they are purchased together with the right
      to
      receive interest therein.

     

    Issuer’s
      Share Settlement Option

     

    If
      the Issuer
      exercises the Share Settlement Option whilst the Bonds are represented by the
      Global Bond, Bondholders must deliver their Share Settlement Notice to the
      Paying and Conversion Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Trustee’s
      Powers

     

    In
      considering the
      interests of Bondholders in circumstances where this Global Bond is held on
      behalf of any one or more of Euroclear, Clearstream, Luxembourg and an
      Alternative Clearing System, the Trustee may, to the extent it considers it
      appropriate to do so in the circumstances, (a) have regard to such information
      as may have been made available to it by or on behalf of the relevant clearing
      system or its operator as to the identity of its accountholders (either
      individually or by way of category) with entitlements in respect of this Global
      Bond and (b) consider such interests on the basis that such accountholders
      were
      the holder of this Global Bond.

     

    Redemption
      at the option of Bondholders

     

    The
      option of the
      Bondholders provided for in Condition 6(d) may be exercised by the
      holder of this Global Bond giving notice to the Principal Paying and Conversion
      Agent within the time limits relating to the deposit of Bonds with a Paying
      and
      Conversion Agent set out in that Condition substantially in the form of the
      Put
      Exercise Notice available from any Paying and Conversion Agent and stating
      the
      principal amount of Bonds in respect of which the option is exercised and at
      the
      same time presenting this Global Bond to the Principal Paying and Conversion
      Agent for notation accordingly in Schedule C hereto.

     

    Conversion

     

    For
      so long as this
      Global Bond is held on behalf of any one or more of Euroclear, Clearstream,
      Luxembourg or the Alternative Clearing System, Conversion Rights (as defined
      in
      the Conditions) may be exercised as against the Issuer at any time during the
      Conversion Period when Conversion Rights are expressed to be exercisable by
      the
      presentation to or to the order of the Principal Paying and Conversion Agent
      of
      this Global Bond for appropriate notation, together with one or more Conversion
      Notices duly completed by or on behalf of a holder of a book-entry
      interest.

     

    This
      Global Bond
      shall not be valid or become obligatory for any purpose until authenticated
      by
      or on behalf of the Principal Paying and Conversion Agent.

     

    This
      Global Bond is
      governed by and shall be construed in accordance with English law.

     

    In
      witness whereof
      the Issuer has caused this Global Bond to be signed on its behalf.

     

    Dated:
      9 May
      2007

     

    SHIRE
      PLC

     

    By:

     

    


     

    Authorised
      Signatory

     

    Certificate
      of Authentication

     

    This
      Global Bond is
      authenticated by or on behalf of the Principal Paying and Conversion
      Agent.

     

    THE
      BANK OF
      NEW YORK

     

    as
      Principal Paying
      Agent

     

    By:

     

    


     

    Authorised
      Signatory

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      the purposes of
      authentication only.

     

    ANY
      UNITED STATES
      PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
      STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
      AND 1287(a) OF THE INTERNAL REVENUE CODE.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    Principal
      Amount of this Global Bond

     

    The
      aggregate
      principal amount of this Global Bond is as shown by the latest entry made by
      or
      on behalf of the Principal Paying and Conversion Agent in the fourth column
      below. Increases in the principal amount of this Global Bond following exchanges
      of a part of the Temporary Global Bond for interests in this Global Bond, and
      reductions in the principal amount of this Global Bond following redemption of
      Bonds, conversion of Bonds, purchase and cancellation of Bonds or exchange
      of
      this Global Bond for Definitive Bonds, are entered in the second and third
      columns below.

     

    
      	
              Date

            	 	
              Reason
                for change in the principal amount of this Global Bond1

            	 	
              Amount
                of such change

            	 	
              Initial
                principal amount and principal amount of this Global Bond following
                such
                change

            	 	
              Notation
                made by or on behalf of the Principal Paying and Conversion Agent
                (other
                than in respect of the initial principal
                amount)

            
	 	 	 	 	 	 	 	 	 
	
              9
                May
                2007

            	 	
              Not
                applicable

            	 	
              Not
                applicable

            	 	
              U.S.$1,100,000,000

            	 	
              Not
                applicable

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

     

     

     

     

    ________________  

    
      
        	
                1

              	
                State
                  whether
                  increase/reduction following (1) exchange of part of Temporary
                  Global
                  Bond, (2) redemption of Bonds, (3) conversion of Bonds for Ordinary
                  Shares, (4) purchase and cancellation of Bonds or (5) exchange
                  for
                  Definitive Bonds.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      B

    Interest
      Payments in respect of this Global Bond

     

    The
      following
      payments of interest in respect of this Global Bond and the Bonds represented
      by
      this Global Bond have been made:

     

    
      	
              Date
                made

            	
              Amount
                of interest due and payable

            	
              Amount
                of interest paid

            	
              Notation
                made by or on behalf of the Principal Paying and Conversion
                Agent

            
	 	 	 	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      C

    Exercise
      of
      Bondholders’ Option

     

    The
      following
      exercises of the option of the Bondholders provided for in Condition 6(d) have
      been made in respect of the stated principal amount of this Global
      Bond:

     

    
      	
              Date
                of Exercise

            	 	
              Exercise
                pursuant to Condition

              6(d)

            	 	
              Principal
                amount of this Global Bond in respect of which exercise is
                made

            	 	
              Date
                on which redemption of such principal amount is
                due

            	 	
              Notation
                made by or on behalf of the Principal Paying
                Agent

            
	 	 	 	 	 	 	 	 	 


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      3

    Provisions
      for Meetings of Bondholders

     

     

    Interpretation

     

    
      	
              1

            	
              In
                this
                Schedule:

            


    

     

    
      	
              1.1

            	
              references
                to
                a meeting are to a meeting of Bondholders and include, unless the
                context
                otherwise requires, any
                adjournment;

            


    

     

    
      	
              1.2

            	
              “agent”
                means a holder of a voting certificate or a proxy for a
                Bondholder;

            


    

     

    
      	
              1.3

            	
              “block
                voting instruction” means an instruction issued in accordance
                with paragraphs 8 to 14;

            


    

     

    
      	
              1.4

            	
              “Extraordinary
                Resolution” means (i) a resolution passed at a meeting duly
                convened and held in accordance with this Trust Deed by a majority
                of at
                least 75 per cent. of the votes cast, or (ii) in the case of a resolution
                in writing, signed by or on behalf of the holders of at least 75
                per cent.
                of the aggregate principal amount of Bonds then
                outstanding;

            


    

     

    
      	
              1.5

            	
              “voting
                certificate” means a certificate issued in accordance with
                paragraphs 5, 6, 7 and 14; and

            


    

     

    
      	
              1.6

            	
              references
                to
                persons representing a proportion of the Bonds are to Bondholders
                or
                agents holding or representing in the aggregate at least that proportion
                in principal amount of the Bonds for the time being
                outstanding.

            


    

     

     

    Powers
      of
      meetings

     

    
      	
              2

            	
              A
                meeting
                shall, subject to the Conditions and without prejudice to any powers
                conferred on other persons by this Trust Deed, have power by Extraordinary
                Resolution:

            


    

     

    
      	
              2.1

            	
              to
                sanction
                any proposal by the Issuer or the Trustee for any modification,
                abrogation, variation or compromise of, or arrangement in respect
                of, the
                rights of the Bondholders and/or the Couponholders against the Issuer,
                whether or not those rights arise under this Trust
                Deed;

            


    

     

    
      	
              2.2

            	
              to
                sanction
                the exchange or substitution for the Bonds of, or the conversion
                of the
                Bonds into, shares, Bonds or other obligations or securities of the
                Issuer
                or any other entity;

            


    

     

    
      	
              2.3

            	
              to
                assent to
                any modification of this Trust Deed, the Bonds or the Coupons proposed
                by
                the Issuer or the Trustee;

            


    

     

    
      	
              2.4

            	
              to
                authorise
                anyone to concur in and do anything necessary to carry out and give
                effect
                to an Extraordinary Resolution;

            


    

     

    
      	
              2.5

            	
              to
                give any
                authority, direction or sanction required to be given by Extraordinary
                Resolution;

            


    

     

    
      	
              2.6

            	
              to
                appoint any
                persons (whether Bondholders or not) as a committee or committees
                to
                represent the Bondholders’ interests and to confer on them any powers or
                discretions which the Bondholders could themselves exercise by
                Extraordinary Resolution;

            


    

     

    
      	
              2.7

            	
              to
                approve a
                proposed new Trustee and to remove a
                Trustee;

            


    

     

    
      	
              2.8

            	
              to
                approve the
                substitution of any entity for the Issuer (or any previous substitute)
                as
                principal debtor under this Trust Deed;
                and

            


    

     

    
      	
              2.9

            	
              to
                discharge
                or exonerate the Trustee from any liability in respect of any act
                or
                omission for which it may become responsible under this Trust Deed,
                the
                Bonds or the Coupons

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    provided
      that the
      special quorum provisions in paragraph 19 shall apply to any Extraordinary
      Resolution (a “special quorum resolution”) for the purpose of
      sub-paragraph 2.2 or 2.8, any of the other proposals listed in Condition
      13(a), or any amendment to this proviso.

     

    Convening
      a
      meeting

     

    
      	
              3

            	
              The
                Issuer or
                the Trustee may at any time convene a meeting. If it receives a written
                request by Bondholders holding at least 10 per cent. in principal
                amount
                of the Bonds for the time being outstanding and is indemnified to
                its
                satisfaction against all costs and expenses, the Trustee shall convene
                a
                meeting. Every meeting shall be held at a time and place approved
                by the
                Trustee.

            


    

     

    
      	
              4

            	
              At
                least 21
                days’ notice (exclusive of the day on which the notice is given and of
                the
                day of the meeting) shall be given to the Bondholders. A copy of
                the
                notice shall be given by the party convening the meeting to the other
                parties. The notice shall specify the day, time and place of meeting
                and,
                unless the Trustee otherwise agrees, the nature of the resolutions
                to be
                proposed and shall explain how Bondholders may appoint proxies or
                representatives, obtain voting certificates and use block voting
                instructions and the details of the time limits
                applicable.

            


    

     

     

    Arrangements
      for voting

     

    
      	
              5

            	
              If
                a holder of
                a Bond wishes to obtain a voting certificate in respect of it for
                a
                meeting, he must deposit it for that purpose at least 48 hours before
                the
                time fixed for the meeting with a Paying and Conversion Agent or
                to the
                order of a Paying and Conversion Agent with a bank or other depositary
                nominated by the Paying and Conversion Agent for the purpose. The
                Paying
                and Conversion Agent shall then issue a voting certificate in respect
                of
                it.

            


    

     

    
      	
              6

            	
              A
                voting
                certificate shall:

            


    

     

    
      	
              6.1

            	
              be
                a document
                in the English language;

            


    

     

    
      	
              6.2

            	
              be
                dated;

            


    

     

    
      	
              6.3

            	
              specify
                the
                meeting concerned and the serial numbers of the Bonds deposited;
                and

            


    

     

    
      	
              6.4

            	
              entitle,
                and
                state that it entitles, its bearer to attend and vote at that meeting
                in
                respect of those Bonds.

            


    

     

    
      	
              7

            	
              Once
                a Paying
                and Conversion Agent has issued a voting certificate for a meeting
                in
                respect of a Bond, it shall not release the Bond until
                either:

            


    

     

    
      	
              7.1

            	
              the
                meeting
                has been concluded; or

            


    

     

    
      	
              7.2

            	
              the
                voting
                certificate has been surrendered to the Paying and Conversion
                Agent.

            


    

     

    
      	
              8

            	
              If
                a holder of
                a Bond wishes the votes attributable to it to be included in a block
                voting instruction for a meeting, then, at least 48 hours before
                the time
                fixed for the meeting, (i) he must deposit the Bond for that purpose
                with
                a Paying and Conversion Agent or to the order of a Paying and Conversion
                Agent with a bank or other depositary nominated by the Paying and
                Conversion Agent for the purpose and (ii) he or a duly authorised
                person
                on his behalf must direct the Paying and Conversion Agent how those
                votes
                are to be cast. The Paying and Conversion Agent shall issue a block
                voting
                instruction in respect of the votes attributable to all Bonds so
                deposited.

            


    

     

    
      	
              9

            	
              A
                block voting
                instruction shall:

            


    

     

    
      	
              9.1

            	
              be
                a document
                in the English language;

            


    

     

    
      	
              9.2

            	
              be
                dated;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.3

            	
              specify
                the
                meeting concerned;

            


    

     

    
      	
              9.4

            	
              list
                the total
                number and serial numbers of the Bonds deposited, distinguishing
                with
                regard to each resolution between those voting for and those voting
                against it;

            


    

     

    
      	
              9.5

            	
              certify
                that
                such list is in accordance with Bonds deposited and directions received
                as
                provided in paragraphs 8, 11 and 14;
                and

            


    

     

    
      	
              9.6

            	
              appoint
                a
                named person (a “proxy”) to vote at that meeting in
                respect of those Bonds and in accordance with that
                list.

            


    

     

    A
      proxy need not be
      a Bondholder.

     

    
      	
              10

            	
              Once
                a Paying
                and Conversion Agent has issued a block voting instruction for a
                meeting
                in respect of the votes attributable to any
                Bonds:

            


    

     

    
      	
              10.1

            	
              it
                shall not
                release the Bonds, except as provided in paragraph 11, until the
                meeting
                has been concluded; and

            


    

     

    
      	
              10.2

            	
              the
                directions
                to which it gives effect may not be revoked or altered during the
                48 hours
                before the time fixed for the
                meeting.

            


    

     

    
      	
              11

            	
              If
                the receipt
                for a Bond deposited with a Paying and Conversion Agent in accordance
                with
                paragraph 8 is surrendered to the Paying and Conversion Agent at
                least 48
                hours before the time fixed for the meeting, the Paying and Conversion
                Agent shall release the Bond and exclude the votes attributable to
                it from
                the block voting instruction.

            


    

     

    
      	
              12

            	
              Each
                block
                voting instruction shall be deposited at least 24 hours before the
                time
                fixed for the meeting at such place as the Trustee shall designate
                or
                approve, and in default it shall not be valid unless the chairman
                of the
                meeting decides otherwise before the meeting proceeds to business.
                If the
                Trustee requires, a notarially certified copy of each block voting
                instruction shall be produced by the proxy at the meeting but the
                Trustee
                need not investigate or be concerned with the validity of the proxy’s
                appointment.

            


    

     

    
      	
              13

            	
              A
                vote cast in
                accordance with a block voting instruction shall be valid even if
                it or
                any of the Bondholders’ instructions pursuant to which it was executed has
                previously been revoked or amended, unless written intimation of
                such
                revocation or amendment is received from the relevant Paying and
                Conversion Agent by the Issuer or the Trustee at its registered office
                or
                by the chairman of the meeting in each case at least 24 hours before
                the
                time fixed for the meeting.

            


    

     

    
      	
              14

            	
              No
                Bond may be
                deposited with or to the order of a Paying and Conversion Agent at
                the
                same time for the purposes of both paragraph 5 and paragraph 8 for
                the
                same meeting.

            


    

     

    Chairman

     

    
      	
              15

            	
              The
                chairman
                of a meeting shall be such person as the Trustee may nominate in
                writing,
                but if no such nomination is made or if the person nominated is not
                present within 15 minutes after the time fixed for the meeting the
                Bondholders or agents present shall choose one of their number to
                be
                chairman, failing which the Issuer may appoint a
                chairman.

            


    

     

    
      	
              16

            	
              The
                chairman
                may, but need not, be a Bondholder or agent. The chairman of an adjourned
                meeting need not be the same person as the chairman of the original
                meeting.

            


    

     

    Attendance

     

    
      	
              17

            	
              The
                following
                may attend and speak at a meeting:

            


    

     

    
      	
              17.1

            	
              Bondholders
                and agents;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              17.2

            	
              the
                chairman;

            


    

     

    
      	
              17.3

            	
              the
                Issuer and
                the Trustee (through their respective representatives) and their
                respective financial and legal advisers;
                and

            


    

     

    
      	
              17.4

            	
              any
                other
                person with the prior written consent of the Trustee or the
                Issuer.

            


    

     

    No-one
      else may
      attend or speak.

     

     

    Quorum
      and
      Adjournment

     

    
      	
              18

            	
              No
                business
                (except choosing a chairman) shall be transacted at a meeting unless
                a
                quorum is present at the commencement of business. If a quorum is
                not
                present within 15 minutes from the time initially fixed for the meeting,
                it shall, if convened on the requisition of Bondholders or if the
                Issuer
                and the Trustee agree, be dissolved. In any other case it shall be
                adjourned until such date, not less than 14 nor more than 42 days
                later,
                and time and place as the chairman may decide. If a quorum is not
                present
                within 15 minutes from the time fixed for a meeting so adjourned,
                the
                meeting shall be dissolved.

            


    

     

    
      	
              19

            	
              One
                or more
                Bondholders or agents present in person shall be a
                quorum:

            


    

     

    
      	
              19.1

            	
              in
                the cases
                marked “No minimum proportion” in the table below,
                whatever the proportion of the Bonds which they represent;
                and

            


    

     

    
      	
              19.2

            	
              in
                any other
                case, only if they represent the proportion of the Bonds shown by
                the
                table below.

            


    

     

    
      	
              Column
                1

            	
              Column
                2

            	
              Column
                3

            
	
              Purpose
                of
                meeting

            	
              Any
                meeting
                except one referred to in column 3

            	
              Meeting
                previously adjourned through want of a quorum

            
	
              Required
                proportion

            	
              Required
                proportion

            
	
              To
                pass a
                special quorum resolution

            	
              Two-thirds

            	
              One-half

            
	
              To
                pass any
                other Extraordinary Resolution

            	
              A
                clear
                majority

            	
              No
                minimum
                proportion

            
	
              Any
                other
                purpose

            	
              10
                per
                cent.

            	
              No
                minimum
                proportion

            


    

    


     

    
      	
              20

            	
              The
                chairman
                may with the consent of (and shall if directed by) a meeting adjourn
                the
                meeting from time to time and from place to place. Only business
                which
                could have been transacted at the original meeting may be transacted
                at a
                meeting adjourned in accordance with this paragraph or paragraph
                18.

            


    

     

    
      	
              21

            	
              At
                least 10
                days’ notice of a meeting adjourned through want of a quorum shall be
                given in the same manner as for an original meeting and that notice
                shall
                state the quorum required at the adjourned meeting. No notice need,
                however, otherwise be given of an adjourned
                meeting.

            


    

     

    Voting

     

    
      	
              22

            	
              Each
                question
                submitted to a meeting shall be decided by a show of hands unless
                a poll
                is (before, or on the declaration of the result of, the show of hands)
                demanded by the chairman, the Issuer, the Trustee or one or more
                persons
                representing 2 per cent. of the
                Bonds.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              23

            	
              Unless
                a poll
                is demanded a declaration by the chairman that a resolution has or
                has not
                been passed shall be conclusive evidence of the fact without proof
                of the
                number or proportion of the votes cast in favour of or against
                it.

            


    

     

    
      	
              24

            	
              If
                a poll is
                demanded, it shall be taken in such manner and (subject as provided
                below)
                either at once or after such adjournment as the chairman directs.
                The
                result of the poll shall be deemed to be the resolution of the meeting
                at
                which it was demanded as at the date it was taken. A demand for a
                poll
                shall not prevent the meeting continuing for the transaction of business
                other than the question on which it has been
                demanded.

            


    

     

    
      	
              25

            	
              A
                poll
                demanded on the election of a chairman or on a question of adjournment
                shall be taken at once.

            


    

     

    
      	
              26

            	
              On
                a show of
                hands every person who is present in person and who produces a Bond
                or a
                voting certificate or is a proxy has one vote. On a poll every such
                person
                has one vote for each U.S.$1,000 in principal amount of Bonds so
                produced
                or represented by the voting certificate so produced or for which
                he is a
                proxy or representative. Without prejudice to the obligations of
                proxies,
                a person entitled to more than one vote need not use them all or
                cast them
                all in the same way.

            


    

     

    
      	
              27

            	
              In
                case of
                equality of votes the chairman shall both on a show of hands and
                on a poll
                have a casting vote in addition to any other votes which he may
                have.

            


    

     

    Effect
      and
      Publication of an Extraordinary Resolution

     

    
      	
              28

            	
              An
                Extraordinary Resolution shall be binding on all the Bondholders,
                whether
                or not present at the meeting, and on all the Couponholders and each
                of
                them shall be bound to give effect to it accordingly. The passing
                of such
                a resolution shall be conclusive evidence that the circumstances
                justify
                its being passed. The Issuer shall give notice of the passing of
                an
                Extraordinary Resolution to Bondholders within 14 days but failure
                to do
                so shall not invalidate the
                resolution.

            


    

     

    Minutes

     

    
      	
              29

            	
              Minutes
                shall
                be made of all resolutions and proceedings at every meeting and,
                if
                purporting to be signed by the chairman of that meeting or of the
                next
                succeeding meeting, shall be conclusive evidence of the matters in
                them.
                Until the contrary is proved every meeting for which minutes have
                been so
                made and signed shall be deemed to have been duly convened and held
                and
                all resolutions passed or proceedings transacted at it to have been
                duly
                passed and transacted.

            


    

     

    Trustee’s
      Power to Prescribe Regulations

     

    
      	
              30

            	
              Subject
                to all
                other provisions in this Trust Deed the Trustee may without the consent
                of
                the Bondholders prescribe such further regulations regarding the
                holding
                of meetings and attendance and voting at them as it in its sole discretion
                determines including (without limitation) such requirements as the
                Trustee
                thinks reasonable to satisfy itself that the persons who purport
                to make
                any requisition in accordance with this Trust Deed are entitled to
                do so
                and as to the form of voting certificates or block voting instructions
                so
                as to satisfy itself that persons who purport to attend or vote at
                a
                meeting are entitled to do so.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Trust Deed is
      delivered on the date stated at the beginning.

     

    


     

     

    SHIRE
      PLC

     

    By:

     

    


    ANGUS
      RUSSELL

      
        

      

    

    Director

    


    


    TATJANA
      MAY 
      
        

      

    

    Director/Company
      Secretary

    


     

    


     

    EXECUTED
      AS
      A DEED BY BNY CORPORATE TRUSTEE SERVICES LIMITED

     

    By:

     

    AMAKA
      ONYEKWELU

     

    PETER
      MALCOLM

      
        

      

    

    in
      the presence
      of:

     

    DANIEL
      GILES