EXHIBIT 4(b)



 

 

EXECUTIVE DEFERRED COMPENSATION
      PLAN HIGHLIGHTS

 

 

 

 

 













 Executive Deferred Compensation
        Plan Highlights

 Beginning in 2005, the AstraZeneca Executive
    Deferral Plan (“AZEDP”) will be replaced by AstraZeneca’s
    Executive Deferred Compensation Plan (“EDC Plan”). Like the current
    AZEDP, the EDC Plan offers you the opportunity to defer eligible compensation,
    generally on a before-tax basis, beyond the limits allowable in a qualified
    savings plan. However, the EDC Plan reflects changes needed as a result of
    the American Jobs Creation Act of 2004, which was recently signed into law. 

 Highlights of the new plan are provided below,
    along with an election opportunity for the 2005 plan year, which begins on
    April 1, 2005. The new plan has been developed based on our current understanding
    of the new law and may be further modified to conform to any additional guidance
    on deferred compensation issued by the Treasury/IRS. 

 Participation in the EDC Plan is voluntary,
    but the election to defer compensation must be completed before the calendar
    year begins. If you decide to participate
    in the [                  ] Plan Year, the EDC Plan Election Form enclosed must be returned
    to [                    ]
    in Compensation by [___________  __, ____]. 

	 Enrollment Key
          Dates  
	          o  	 Week of [                       ]
        - Enrollment information sent to eligible employees  
	          o  	 ___________  __,
        ____ - Enrollment Election
        Forms received by Compensation  
	          o  	___________  __,
        ____  - Enrollment
        Confirmation Statements mailed  
	          o  	 ___________  __,
        ____ -  [         ]
        EDC Plan year begins  




 EDC Plan Year

 For 2005, the EDC Plan year will begin on
    April 1, 2005 and end on December 31, 2005. Commencing in 2006, the plan
    year under the EDC Plan will be the full calendar year.

 Compensation Eligible for EDC Plan Deferral 

 You are eligible to defer between 5% and 100%
    of the following compensation for the [             ] Plan Year:

	 •  	 Base Salary  	 Your salary in
        effect during the plan year  
	  	  	 (___________  __,
        ____  -  ___________  __,
        ____).
	  	 	 
	 •  	 [                ] Bonus Compensation 	 Annual incentive
        award for [      ]
        performance. 
	  	 	 
	 •	[                     ] EPSP Awards 	 Awards earned
        under the AstraZeneca Executive  Performance
        Share Plan (“EPSP”) ([               ] Grant payable  in
        [      ]).  




 For contributions made from Base Salary, you
    can define the deferral period by electing which month of the plan year that
    you would like deductions from your Base Salary to begin and which month
    of the plan year you would like the deductions from Base Salary to end. For
    example, you may elect deductions from your Base Salary to begin on April
    1,  [       ] and end on

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 September 1, [       ].
    Or, alternatively, you may elect to begin deductions on July 1, [       ]
    and end on December 31, [       ]. For
    a plan year, you can specify only one deferral period.

 Bonus Compensation and EPSP Awards are typically
    paid in March of each calendar year. The deferral will be credited to the
    EDC Plan at the time when such payments are made. 

Distribution Options

 The new law requires that a distribution option
    must be elected at the time the deferral election is made. For each deferral
    election, the following distribution options may be selected: 

	•	Option 1 – Lump Sum
          - Date Certain – The
          amount deferred is payable in a lump sum in January
          of the year in which you would like to receive the distribution. The
          amount deferred under this option
          must remain in the plan for a minimum of three plan years.
	 	 
	•	Option 2 – Lump Sum – Separation
          from Service – The amount
          deferred is payable in a lump
          sum six months following the month of separation from service from
          the company.
	 	 
	•	Option 3 – Monthly Installments – Separation
          from Service – The amount
          deferred is payable in monthly
          installments beginning six months following the month of separation
          from service from the company.
          The number of years in which the monthly installments can be made
          may range between 3 years and 10 years.



   Note: Separation from Service for the purposes
      of the EDC Plan means when you leave active employment from the Company.



Subsequent elections to change the distribution
option originally elected are permissible but must meet the following requirements:  

	•	The subsequent distribution
        election must be made at least 12 months prior to the date in which
        the first payment for the deferral is scheduled to be made.
	 	 
	•	The subsequent election will
        only take effect 12 months following the date in which the election
        was received.
	 	 
	•	The election must defer the first payment
        for at least 5 years from the date it otherwise would
        have been made.


For example, for this enrollment, you selected
    distribution option 1 for your deferrals from base salary to be paid to you
    in January 2008. You later decide that you would like to change the year
    in which to receive the distribution. A new distribution election can be
    made for this specific deferral up until December 2006 (at least 12 months
    prior to the scheduled distribution date of January 2008). The new election
    will take effect 12 months following the date when the election was made
    (December 2007). The earliest year that can be elected for the distribution
    to be made is January 2013 (January 2008 + five years). 

Plan Administration

 Fidelity Investments will administer the EDC
    Plan. Deferrals designated for the EDC Plan will be placed into the AZEDP
    temporarily until the EDC Plan is established. This is expected to be completed
    by the end of the first quarter in 2005. Information about how to access
    your account with Fidelity and the investment options available is included
    in Appendix A. 

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Special Considerations

 As you consider making deferral elections
    into the EDC Plan, you may want to consider the following: 

	•	[     ]
          401k Contribution Limits - In
          [      ], you will have additional savings
          opportunities under the AZ $avings
          and $ecurity Plan. Generally, the pre-tax deferral limit for calendar year
          [      ] is increased to $[      ]. If you
          will be 50 or older in [      ], you can make
          a separate election for a catch
          up contribution for up to $[      ] on
          a pre-tax basis.
	 	 
	•	Taxing Impact - Deferrals
        into the EDC Plan will be subject to income tax withholding as required
        by federal and state tax authorities. A summary of the requirements is
        reflected in Appendix B.
	 	 
	•	Deferral Contribution Impact
          on Other Company Retirement Plans - Amounts
          elected to be deferred in the
          EDC Plan are not considered “eligible earnings” for the AZ $avings
          and $ecurity Plan or “pensionable
          earnings” under the Company’s qualified pension plans. However,
          deferrals credited to the EDC Plan will be included in determining
          benefits under the
                AstraZeneca Supplemental Retirement Plan. The AstraZeneca Supplemental Retirement Plan is a non-qualified plan that restores
                certain qualified plan retirement benefits
                that are lost due to various IRS limitations, including deferrals
                made into the EDC Plan.
                Please refer to the AstraZeneca Supplemental Retirement Plan
                Highlights for additional
                information on restoration benefits associated with deferrals
                made under the EDC Plan.
                The AstraZeneca Supplemental Retirement Plan Highlights can be
                found in HR. Connect on
                the HR website.
	 	 
	•	General Creditor of the
          Company - You should also
          keep in mind that all account balances
          in the EDC Plan and AZEDP represent a general obligation of the Company
          to pay those amounts in accordance
          with the terms of the EDC Plan and AZEDP. As the EDC Plan and
          AZEDP are “non-qualified” plans, there are no specific assets
          of the Company that secure these
          obligations, and your rights to receive payment are those of a general
          creditor of the Company.


 

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 Appendix A

 Account Access with Fidelity
        Investments

 Fidelity Investments® provides
    recordkeeping and trustee services for the AZEDP and the EDC Plan (when established).
    If you participate in the Plans, you can access information about your account
    and process certain transactions online, such as establishing and changing
    your investment options, by connecting to Fidelity’s NetBenefits® via the AstraZeneca
    Intranet or through the Internet. If you prefer to use the telephone, the
    AstraZeneca Employee Service Center offers you access 7 days a week, virtually
    24 hours a day, via the Voice Response System. And Service Center Representatives
    are also available to assist you Monday through Friday, 8:30 a.m. to midnight,
    ET.

	
      
        

          By Phone: 1-877-307-7662

          

          Online through Fidelity NetBenefits®: 

          

          Via the Internet: www.401k.com – click
          on Access My Account

          

  Via the AstraZeneca Intranet:

  1.  Go
to AZ Intranet Home Page

            2.  Click
          on the Human Resources website

            3.  Click
          on the “Fidelity Net Benefits” link

            4.  Log
          in and select your Executive Deferral Plan* account.

  

    





 *Deferrals earned and vested in 2005 will
    initially be placed into the AZEDP until the new EDC Plan
    is established. 

 Information and Education to Help You Make
      Informed Decisions

 In addition to convenient account access,
    NetBenefits® also
    provides online financial planning tools. If you want to reassess your needs,
    you’ll have information at your fingertips to help you plan for short-
    and long-term financial goals.

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 Investment Options



 You determine how to invest your contributions.
    You have access to a variety of investment options. The selection includes
    a choice of investments ranging from a more conservative money market fund
    to more aggressive stock investment options, as well as the AstraZeneca Company
    Stock Fund. The funds available in the plan are as follows:

	
      	Vanguard Prime Money Market Fund –  Institutional
            Class
	Fidelity Short-Term Bond Fund
	Vanguard Total Bond Market Index Fund
            - Institutional Class 
	Vanguard Balanced Index Fund*
	Vanguard Asset Allocation Fund
	Vanguard Value Index Fund – Institutional Class 
	Merrill Lynch Basic Value Fund – Class
            A
	Spartan ® U.S.
            Equity Index Fund
	Fidelity Growth & Income Portfolio
	American Express New Dimensions Fund – Class
            Y  

	
      	Vanguard Growth Index Fund –  Institutional
            Class
	Vanguard Explorer
	Fidelity OTC Portfolio
	Vanguard Mid-Cap Index Fund –  Institutional
            Shares
	Vanguard Small-Cap Index Fund –  Institutional
            Shares
	T. Rowe Price Small-Cap Value Fund
	Spartan ® International
            Index Fund (EAFE  Index)
	Glenmede Institutional International  Portfolio – Institutional
            Class
	AstraZeneca Company Stock Fund  






 *The Vanguard Balanced Index Fund is the default
    fund if a participant does not make an investment election.

 For more information on the investment options
    available to you, please refer to the “Performance
    and Research” link under View
    through NetBenefits®.
    Information on how to access NetBenefits® is described under the section “Account Access”. 

Account Valuation

 The EDC Plan and AZEDP are valued on a daily
    basis. This means that any transactions you request on a business day before
    4 p.m. Eastern Time, will be processed that same day. Your account balance
    and investment options will reflect those changes on the next business day.
    Transaction requests received after 4 p.m. will be processed on the next
    business day.

Distributions from the Plan

 Fidelity Investments makes all benefit payments
    under the plans. Allowing Fidelity to process distributions minimizes the
    exposure of investment fluctuations by reducing the time between the valuation
    date and the actual payment date. Distributions are valued on the 25th of
    each month and completed by the end of the month. Distributions can be automatically
    deposited into a personal account if the electronic deposit information is
    received by Fidelity at least 45 days prior to the scheduled distribution
    date. Contact the Fidelity Service Center for more information.

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 Appendix B



 Tax Impact on Deferred
        Compensation

 EDC Plan deferrals will be subject to income
    tax withholding as required by federal and state tax authorities. Based on
    current tax guidelines, the table below shows the Company’s withholding
    and reporting practices for including deferrals in your taxable income:

	  	 Year of

  Deferral into

  the EDC Plan  	 Year of

      Distribution  from

      the EDC Plan  
	 Federal Income Tax  	 No  	 Yes  
	 FICA/Medicare Tax  	 Yes  	 No  
	 State Income Taxes  	  	  
	      Delaware  	 No  	 Yes  
	      Pennsylvania  	 Yes  	 No  
	      All
        other states  	 No  	 Yes  




 An important note to Pennsylvania residents:
    AstraZeneca withholds state income taxes based on the employee’s work
    location:

	 Pennsylvania residents who work in Delaware
      will not have any Delaware or Pennsylvania state
      income tax withheld on amounts deferred into the EDC Plan. If you fall
      into this category, you should consult
      your tax advisor as to whether you will need to report and pay Pennsylvania
      income tax for any amounts deferred in the plan for the year in which the deferral
      was made. AstraZeneca will provide a statement reconciling annual Federal taxable
      wages to annual Pennsylvania taxable wages, which will include the EDC
      Plan deferrals as a reconciling difference.

    

  
	 Pennsylvania residents who work in Pennsylvania
      will have the appropriate Pennsylvania state
      income taxes withheld on amounts deferred into the EDC Plan and the deferral amount
      will be included in Pennsylvania taxable wages.

      

      Note: The tax impact on deferred compensation
      described in this Summary Plan Highlights for
      the EDC Plan was prepared based on the Company's general understanding
      of the tax laws of the U.S. effective
      as of January 1, 2005. Tax laws and tax regulations are subject to
      change. As such, the summary set forth above may change. Additionally,
      the Company's general understanding
      of the law may not apply to your personal tax situation. This tax summary
      may not be applicable if you are a citizen of another country or are considered
      a resident of another country for
      U.S. tax purposes. You should consult your tax advisor to determine
      your personal tax treatment related to deferral made into the EDC Plan.


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