EXECUTION COPY

               ---------------------------------------------------



                              SHIRE FINANCE LIMITED

                                     ISSUER


                         SHIRE PHARMACEUTICALS GROUP PLC

                                    GUARANTOR


                                       TO


                              THE BANK OF NEW YORK

                                     TRUSTEE


                                ----------------


                                    INDENTURE

                           Dated as of August 21, 2001


                                ----------------

                                U.S.$400,000,000


          2.00% GUARANTEED CONVERTIBLE SENIOR NOTES DUE AUGUST 21, 2011


               ---------------------------------------------------


<PAGE>



                             CROSS-REFERENCE TABLE(1)


                              SHIRE FINANCE LIMITED

Reconciliation and tie between Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, and the Indenture, dated as of August 21,
2001.


Trust Indenture
    Act Section                                        Indenture Section
------------------                                     -----------------

ss.310     (a)(1)..................................    6.8
           (a)(2)..................................    6.8
           (a)(3)..................................    Not Applicable
           (a)(4)..................................    Not Applicable
           (b).....................................    6.9
                                                       6.13
ss.311     (a).....................................    6.14
           (b).....................................    6.14
ss.312     (a).....................................    14.1
                                                       14.2(a)
           (b).....................................    14.2(b)
           (c).....................................    14.2(c)
ss.313     (a).....................................    14.4(a)
           (b).....................................    14.4(a)
           (c).....................................    1.6, 14.4(a)
           (d).....................................    14.4(b)
ss.314     (a).....................................    14.5
           (a)(4)..................................    6.2
                                                       9.7
           (b).....................................    Not Applicable
           (c)(1)..................................    1.2
           (c)(2)..................................    1.2
           (c)(3)..................................    Not Applicable
           (d).....................................    Not Applicable
           (e).....................................    1.2
ss.315     (a).....................................    6.1, 6.3
           (b).....................................    6.2
           (c).....................................    6.1(b)
           (d).....................................    6.1(c), 6.3
           (e).....................................    5.14
ss.316     (a)(1)(A)...............................    5.12
           (a)(1)(B)...............................    5.13
           (a)(2)..................................    Not Applicable
           (a)(2)(last sentence)...................    1.1
           (b).....................................    5.8
           (c).....................................    1.4
ss.317     (a)(1)..................................    5.3
           (a)(2)..................................    5.4
           (b).....................................    9.3
ss.318     (a).....................................    1.14

----------

1    This Cross-Reference Table does not constitute part of the Indenture and
     shall not affect the interpretation of any of its terms or provisions.


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page



                             RECITALS OF THE ISSUER


                             RECITALS OF THE COMPANY


                                   ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.  Definitions....................................................2

SECTION 1.2.  Compliance Certificates and Opinions..........................10

SECTION 1.3.  Form of Documents Delivered to the Trustee....................10

SECTION 1.4.  Acts of Holders of Securities.................................11

SECTION 1.5.  Notices, Etc., to Trustee, Issuer and Company.................13

SECTION 1.6.  Notice to Holders of Securities; Waiver.......................13

SECTION 1.7.  Notice of Adjustments of Exchange Ratio.......................14

SECTION 1.8.  Effect of Headings and Table of Contents......................14

SECTION 1.9.  Successors and Assigns........................................14

SECTION 1.10. Separability Clause...........................................14

SECTION 1.11. Benefits of Indenture.........................................15

SECTION 1.12. Governing Law, Etc............................................15

SECTION 1.13. Legal Holidays................................................15

SECTION 1.14. Conflict with Trust Indenture Act.............................16


                                      ARTICLE TWO


                                     SECURITY FORMS

SECTION 2.1.  Form Generally................................................16

SECTION 2.2   Restrictive Legends...........................................17

SECTION 2.3.  Form of the Guarantee.........................................18


                                      -i-
<PAGE>

                                     ARTICLE THREE


                                     THE SECURITIES

SECTION 3.1.  Title and Terms...............................................19

SECTION 3.2.
              Denominations.................................................19

SECTION 3.3.  Execution, Authentication, Delivery and Dating................20

SECTION 3.4.  Reserved......................................................20

SECTION 3.5.  Transfer and Exchange.........................................24

SECTION 3.6   Reserved......................................................24

SECTION 3.7   Special Transfer Provisions...................................24

SECTION 3.8.  Mutilated, Destroyed, Lost or Stolen Securities...............26

SECTION 3.9.  Payment of Interest; Interest Rights Preserved................27

SECTION 3.10. Persons Deemed Owners.........................................28

SECTION 3.11. Cancellation..................................................28

SECTION 3.12. Computation of Interest.......................................28

SECTION 3.13. CUSIP, CINS, ISIN and/or Common Code Numbers..................28


                                      ARTICLE FOUR


                               SATISFACTION AND DISCHARGE

SECTION 4.1.  Satisfaction and Discharge of Indenture.......................29

SECTION 4.2.  Application of Trust Money....................................30


                                      ARTICLE FIVE


                                        REMEDIES

SECTION 5.1.  Events of Default.............................................30

SECTION 5.2.  Acceleration of Maturity; Rescission and Annulment............32

SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement by
              Trustee.......................................................33

SECTION 5.4.  Trustee May File Proofs of Claim..............................34

                              -ii-
<PAGE>

SECTION 5.5.  Trustee May Enforce Claims Without Possession of Securities...34

SECTION 5.6.  Application of Money Collected................................35

SECTION 5.7.  Limitation on Suits...........................................35

SECTION 5.8.  Unconditional Right of Holders to Receive Principal,
              Premium and Interest and to Convert...........................36

SECTION 5.9.  Restoration of Rights and Remedies............................36

SECTION 5.10. Rights and Remedies Cumulative................................36

SECTION 5.11. Delay or Omission Not Waiver..................................36

SECTION 5.12. Control by Holders of Securities..............................36

SECTION 5.13. Waiver of Past Defaults.......................................37

SECTION 5.14. Undertaking for Costs.........................................37

SECTION 5.15. Waiver of Stay, Usury or Extension Laws.......................37


                           ARTICLE SIX
                           THE TRUSTEE

SECTION 6.1.  Certain Duties and Responsibilities...........................38

SECTION 6.2.  Notice of Defaults............................................39

SECTION 6.3.  Certain Rights of Trustee.....................................39

SECTION 6.4.  Not Responsible for Recitals or Issuance of Securities........40

SECTION 6.5.  May Hold Securities, Act as Trustee Under Other
              Indentures....................................................41

SECTION 6.6.  Money Held in Trust...........................................41

SECTION 6.7.  Compensation and Reimbursement................................41

SECTION 6.8.  Corporate Trustee Required; Eligibility.......................42

SECTION 6.9.  Resignation and Removal; Appointment of Successor.............42

SECTION 6.10. Acceptance of Appointment by Successor........................43

SECTION 6.11. Merger, Conversion, Consolidation or Succession to
              Business......................................................44

SECTION 6.12. Authenticating Agents.........................................44

SECTION 6.13. Disqualification; Conflicting Interests.......................45

SECTION 6.14. Preferential Collection of Claims Against Company.............45


                                     -iii-
<PAGE>

                                     ARTICLE SEVEN


                  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1.  Company May Consolidate, Etc., Only on Certain Terms..........46

SECTION 7.2.  Successor Substituted.........................................46


                                     ARTICLE EIGHT


                                SUPPLEMENTAL INDENTURES

SECTION 8.1.  Supplemental Indentures Without Consent of Holders of
              Securities....................................................47

SECTION 8.2.  Supplemental Indentures with Consent of Holders of
              Securities....................................................48

SECTION 8.3.  Execution of Supplemental Indentures..........................49

SECTION 8.4.  Effect of Supplemental Indentures.............................49

SECTION 8.5.  Reference in Securities to Supplemental Indentures............49

SECTION 8.6.  Conformity with Trust Indenture Act...........................49

SECTION 8.7.  Notice of Supplemental Indentures.............................49


                                      ARTICLE NINE


                                       COVENANTS

SECTION 9.1.  Payment of Principal, Premium and Interest....................50

SECTION 9.2.  Maintenance of Offices or Agencies............................50

SECTION 9.3.  Money for Security Payments To Be Held in Trust...............51

SECTION 9.4.  Existence.....................................................52

SECTION 9.5.  Registration and Listing......................................52

SECTION 9.6   Further Undertakings of the Company...........................52

SECTION 9.7.  Statement by Officers as to Default...........................53

SECTION 9.8.  Waiver of Certain Covenants...................................54

                                      -iv-
<PAGE>

                                      ARTICLE TEN


                  REDEMPTION OF SECURITIES AT THE OPTION OF THE ISSUER

SECTION 10.1. Right of Redemption at the Option of the Issuer...............54

SECTION 10.2. Applicability of Article......................................54

SECTION 10.3. Election to Redeem; Notice to Trustee.........................54

SECTION 10.4. Selection by Trustee of Securities To Be Redeemed.............55

SECTION 10.5. Notice of Redemption..........................................55

SECTION 10.6. Deposit of Redemption Price...................................56

SECTION 10.7. Securities Payable on Redemption Date.........................56

SECTION 10.8. Securities Redeemed in Part...................................56

SECTION 10.9. Conversion Arrangement on Call for Redemption.................57


                                     ARTICLE ELEVEN


                                CONVERSION OF SECURITIES

SECTION 11.1.  Conversion Privilege and Conversion Rate......................57

SECTION 11.2.  Exercise of Conversion Privilege..............................58

SECTION 11.3.  Issuer to Reserve Preference Shares; Instructions to
               Trustee.......................................................59

SECTION 11.4.  Taxes on Conversions..........................................59

SECTION 11.5.  Covenant as to Preference Shares; Limitations on
               Issuance......................................................60

SECTION 11.6.  Cancellation of Converted Securities..........................60

SECTION 11.7.  No Responsibility of Trustee for Conversion
               Provisions...................................................60

SECTION 11.8.  Deemed Conversion and Exchange upon the Liquidation
               of the Company...............................................61


                                     ARTICLE TWELVE


                     REDEMPTION OF SECURITIES AT THE OPTION
                     OF THE HOLDER UPON A CHANGE IN CONTROL

SECTION 12.1.  Right to Require Redemption..................................61

                               -v-
<PAGE>

SECTION 12.2.  Conditions to the Issuer's Election to Convert
               Securities Elected for Redemption into Preference
               Shares.......................................................62

SECTION 12.3.  Notices; Method of Exercising Redemption Right, Etc..........63

SECTION 12.4.  Certain Definitions..........................................66


                                    ARTICLE THIRTEEN


         REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER on CERTAIN DATES

SECTION 13.1.  Right to Require Redemption on Certain Dates.................67

SECTION 13.2.  Conditions to the Issuer's Election to Convert
               Securities Elected for Redemption into Preference
               Shares.......................................................67

SECTION 13.3.  Notices; Method of Exercising Redemption Right, Etc..........69


                                    ARTICLE FOURTEEN


             HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 14.1.  Issuer to Furnish Trustee Names and Addresses of
               Holders......................................................70

SECTION 14.2.  Preservation of Information..................................71

SECTION 14.3.  No Recourse Against Others...................................71

SECTION 14.4.  Reports by Trustee...........................................71

SECTION 14.5.  Reports by Issuer and Company................................72


                                    ARTICLE FIFTEEN


                                     THE GUARANTEE

SECTION 15.1.  The Guarantee................................................72

SECTION 15.2.  Execution and Delivery of the Guarantee......................74


                             ARTICLE SIXTEEN


                  MEETINGS OF HOLDERS OF THE SECURITIES

SECTION 16.1.  Purposes of Meetings.........................................74

                               -vi-
<PAGE>

SECTION 16.2.  Place of Meetings............................................75

SECTION 16.3   Call and Notice of Meetings..................................75

SECTION 16.4   Voting at Meetings...........................................75

SECTION 16.5   Voting Rights, Conduct and Adjournment.......................76



                                    EXHIBITS

Exhibit A-1    Form of Rule 144A Global Security
Exhibit A-2    Form of Regulation S Global Security
Exhibit A-3    Form of Unrestricted Global Security
Exhibit B      Form of Definitive Security
Exhibit C      Form of Certificate of Authentication
Exhibit D      Form of Conversion and Exchange Notice
Exhibit E      Form of Notice of Redemption at the Option of the Holder
Exhibit F      Form of Guarantee
Exhibit G      Form of Transfer Certificate

                                     -vii-
<PAGE>




     INDENTURE, dated as of August 21, 2001, among Shire Finance Limited, an
exempted limited company duly organized and existing under the laws of the
Cayman Islands, having its registered office at Ugland House, P.O. Box 309,
George Town, Grand Cayman, Cayman Islands, as issuer (herein called the
"Issuer"); Shire Pharmaceuticals Group plc, a public limited company duly
organized and existing under the laws of England and Wales, having its principal
office at Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP, England, as guarantor (herein called the "Company"); and The
Bank of New York, a New York banking corporation, as Trustee hereunder (herein
called the "Trustee").

                             RECITALS OF THE ISSUER

     The Issuer has duly authorized the creation of an issue of its 2.00%
Guaranteed Convertible Senior Notes due August 21, 2011 (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Issuer has duly authorized the execution and delivery of
this Indenture.

     All things necessary to make the Securities, when the Securities are
executed by the Issuer and authenticated and delivered hereunder, the valid
obligations of the Issuer, and to make this Indenture a valid and legally
binding agreement of the Issuer, in accordance with their and its terms, have
been done.

     Further, all things necessary to duly authorize the issuance of the
Preference Shares of the Issuer issuable upon the conversion of the Securities,
and to duly reserve for issuance the number of Preference Shares issuable upon
such conversion, have been done.

                             RECITALS OF THE COMPANY

     The Company desires to make the Guarantee provided for herein.

     All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done, and the
Company proposes to do all things necessary to make the Guarantee, when executed
by the Company and endorsed on the Securities authenticated and delivered
hereunder, the valid and legally binding obligations of the Company as
hereinafter provided.

     Further, all things necessary to duly authorize the issuance of the
Ordinary Shares or ADSs of the Company issuable upon the exchange of the
Preference Shares, and to duly reserve for issuance the number of Ordinary
Shares issuable upon such exchange, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:


<PAGE>

                                   Article One

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION One.1. Definitions.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United States, and, except as otherwise herein expressly
     provided, the term "generally accepted accounting principles" with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted at the date of such
     computation; and

          (3) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     "Act", when used with respect to any Holder of a Security, has the meaning
specified in Section 1.4.

     "ADSs" means American Depositary Shares, each initially representing three
Ordinary Shares.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under directly or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Agent Member" means a member of, or participant in, DTC, Clearstream or
Euroclear, as the case may be.

     "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the depositary for such Security, to the extent applicable to such
transaction and as in effect from time to time.

     "Articles of Association" means the Amended and Restated Memorandum and
Articles of Association of the Issuer, as may be further amended and restated
from time to time.



                                       2
<PAGE>

     "Associate" has the meaning set forth in Section 430E(4) of the Companies
Act 1985 of the United Kingdom.

     "Authenticating Agent" means any Person authorized pursuant to Section 6.12
to act on behalf of the Trustee to authenticate Securities.

     "Board of Directors" means either the board of directors of the Issuer or
the Company, as the case may be, or any duly authorized committee of such board.

     "Board Resolution" means a resolution duly adopted by the Board of
Directors, a copy of which, certified by the Company Secretary or an Assistant
Company Secretary of the Issuer or the Company, as the case may be, to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification, shall have been delivered to the Trustee.

     "Business Day", when used with respect to any Place of Payment, Place of
Conversion or any other place, as the case may be, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in such Place of Payment, Place of Conversion or other place, as the case may
be, are authorized or obligated by law or executive order to close; provided,
however, that a day on which banking institutions in New York, New York or
London, England are authorized or obligated by law or executive order to close
shall not be a Business Day for purposes of Section 10.6.

     "Change in Control" has the meaning specified in Section 12.4(b).

     "Change of Control Exchange Ratio" has the meaning specified in Section
12.1.

     "Change of Control Redemption Date" has the meaning specified in Section
12.1.

     "Change of Control Redemption Price" has the meaning specified in Section
12.1.

     "Clearstream" means Clearstream Banking, societe anonyme, or its successor
in such capacity.

     "Closing Date" means the date on which the Securities are originally issued
under this Indenture.

     "Closing Price Per Share" means, with respect to the Ordinary Shares of the
Company, for any day, the closing price quoted for the Ordinary Shares on the
London Stock Exchange or such other securities exchange on which the Ordinary
Shares are listed or admitted to trading (converted, when applicable, into
Dollars at the U.S.$/U.K.(pound) noon buying rate prevailing on such day).

     "Code" has the meaning specified in Section 2.1.

     "Commission" means the United States Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the



                                       3
<PAGE>

execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

     "Company Notice" has the meaning specified in Section 12.3.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by (i) its Chief Executive, Finance Director
or other Director; and (ii) its Chief Accounting Officer, its Treasurer, its
Company Secretary or an Assistant Company Secretary, and delivered to the
Trustee.

     "Conversion and Exchange Agent" means any Person authorized by the Company
to convert Securities in accordance with Article Eleven and to exchange
Preference Shares for Ordinary Shares or ADSs or, at the option of the Issuer,
cash. The Company has initially appointed the Trustee as its Conversion and
Exchange Agent in the State of New York, County of New York, City of New York.

     "Corporate Trust Office" means the office of the Trustee, which shall be
outside of the United Kingdom, at which at any particular time its corporate
trust business shall be principally administered (which at the date of this
Indenture is located at 101 Barclay Street, New York, New York 10286).

     "corporation" means a corporation, company, association, joint-stock
company or business trust.

     "Defaulted Interest" has the meaning specified in Section 3.9.

     "Definitive Security" means any definitive registered Security
substantially in the form set forth in Exhibit B hereto issued in accordance
with Section 3.5.

     "Depositary" means Morgan Guaranty Trust Company of New York or any
Successor thereto.

     "Dollar" or "U.S.$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

     "DTC" means The Depository Trust Company, a New York corporation.

     "DTC Agreement" shall have the meaning specified in Section 3.5 (A)(a).

     "Euroclear" means Euroclear S.A./N.V., as operator of the Euroclear System,
or its successor in such capacity.



                                       4
<PAGE>

     "Event of Default" has the meaning specified in Section 5.1.

     "Exchange Act" means the U.S. Securities Exchange Act of 1934 (or any
successor statute), as amended from time to time.

     "Exchange Ratio" means the rate at which Ordinary Shares or ADSs shall be
delivered upon exchange of one Preference Share in accordance with the
provisions of the Memorandum and Articles of Association of the Issuer, which
Exchange Ratio initially shall be 49.6175 Ordinary Shares or 16.5392 ADSs per
Preference Share, as adjusted from time to time in certain instances as provided
or as otherwise provided in the Memorandum and Articles of Association of the
Issuer.

     "Global Security" means a Security evidencing all or a part of all of the
Securities substantially in the forms set forth in Exhibit A hereto.

     "Guarantee" means the guarantee of the obligations of the Issuer by the
Company as endorsed on each Security authenticated and delivered pursuant to
this Indenture in accordance with and subject to the terms of Article 15 hereof
and all other obligations and covenants of the Company contained in this
Indenture and the Securities.

     "Holder" means in the case of any Security, the Person in whose name the
Security is registered in the Security Register.

     "Holder Option Redemption Date" has the meaning specified in Section 13.1.

     "Holder Option Redemption Price" has the meaning specified in Section 13.1.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

     "Investment Company Act" means the U.S. Investment Company Act of 1940 (or
any successor statute), as amended from time to time.

     "Issuer" means the Person named as the "Issuer" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Issuer" shall mean such
successor Person.

     "Issuer Request" or "Issuer Order" means a written request or order signed
in the name of the Issuer by any two Persons who shall each be a director or
officer of the Issuer and delivered to the Trustee.



                                       5
<PAGE>

     "Maturity", when used with respect to any Security, means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, exercise of the Holders' rights to require redemption set forth
in Article Twelve or Article Thirteen or otherwise.

     "Non-U.S. Persons" means a Person who is not a "U.S. person" as defined in
Regulation S.

     "Notice of Default" has the meaning specified in Section 5.1.

     "Officers' Certificate" means a certificate delivered to the Trustee signed
by, in the case of the Company, (i) the Chief Executive, Finance Director or
other Director; and (ii) the Chief Accounting Officer, the Treasurer, the
Company Secretary or an Assistant Company Secretary of the Company, and, in the
case of the Issuer, any two Persons who shall each be a director or officer of
the Issuer.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Issuer or the Company.

     "Ordinary Share VWAP" means the London Stock Exchange volume-weighted
average price with respect to the Ordinary Shares on any given Trading Day, as
seen on Bloomberg Professional Service.

     "Ordinary Shares" mean the ordinary shares, nominal value U.K. five pence
per share, in the capital of the Company at the date of this instrument as
originally executed. Shares issuable on conversion of Securities into Preference
Shares and exchange of Preference Shares shall include only Ordinary Shares or
shares of any class or classes of ordinary shares resulting from any
reclassification or reclassifications thereof; provided, however, that if at any
time there shall be more than one such resulting class, the shares so issuable
on conversion of Securities into Preference Shares and exchange of Preference
Shares shall include shares of all such classes, and the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.

     "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

          (i) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii)Securities for the payment or redemption of which money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent (other than the Company) in trust or set aside and segregated
     in trust by the Company (if the Company shall act as its own Paying Agent)
     for the Holders of such Securities; provided that if such Securities are to
     be redeemed, notice of such redemption has been duly given



                                       6
<PAGE>

     pursuant to this Indenture or provision therefor satisfactory to the
     Trustee has been made; and

          (iii)Securities which have been paid pursuant to Section 3.8 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Issuer or the Company or any other obligor upon the Securities or any
Affiliate of the Issuer or the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such determination as
to the presence of a quorum or upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or the Company or any other obligor upon the Securities or any
Affiliate of the Issuer or the Company or such other obligor.

     "Paying Agent" means any Person authorized by the Issuer to pay the
principal of or interest on any Securities on behalf of the Issuer and, except
as otherwise specifically set forth herein, such term shall include the Issuer
if it shall act as its own Paying Agent. The Issuer has initially appointed the
Trustee as its Paying Agent in the State of New York, County of New York, City
of New York.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof or any other entity of whatever nature.

     "Place of Conversion" has the meaning specified in Section 3.1.

     "Place of Payment" has the meaning specified in Section 3.1.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.8 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Preference Shares" means the 2000.00% Exchangeable Redeemable Preference
Shares with a nominal value of $1 each in the capital of the Issuer.



                                       7
<PAGE>

     "Private Placement Legend" means the legend initially set forth on the
Securities in the form set forth in Section 2.2.

     "Purchasers" shall have the meaning set forth in Section 10.9.

     "QIB" means a "qualified institutional buyer" as defined under Rule 144A.

     "Record Date" means any Regular Record Date or Special Record Date.

     "Record Date Period" means the period from the close of business of any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date.

     "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption Price", when used with respect to any Security to be redeemed
in accordance with Article 10 of this Indenture, means 100% of the principal
amount of the Securities to be redeemed, plus accrued interest to the Redemption
Date.

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of August 21, 2001 among the Issuer, the Company and Bear, Stearns
International Limited and Goldman Sachs International as representatives of the
initial purchasers of the Securities.

     "Registration Statement" has the meaning set forth in the Registration
Rights Agreement.

     "Regulation S" means Regulation S under the Securities Act.

     "Regulation S Global Security" has the meaning specified in Section 2.1.

     "Regulation S Definitive Security" means a Definitive Security issued in
respect of an interest in the Regulation S Global Security.

     "Regular Record Date" for interest payable in respect of any Definitive
Security on any Interest Payment Date means the sixth day of February or the
sixth day of August (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

     "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee, including, without
limitation, any vice president, assistant vice president, assistant treasurer,
corporate trust officer or other employee of the Trustee customarily performing
functions similar to those performed by any of the above designated officers,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.



                                       8
<PAGE>

     "Rule 144A" means Rule 144A under the Securities Act.

     "Rule 144A Global Security" has the meaning specified in Section 2.1.

     "Rule 144A Definitive Security" means a Definitive Security issued in
respect of an interest in the Rule 144A Global Security.

     "Securities" has the meaning ascribed to it in the first paragraph under
the caption "Recitals of the Issuer".

     "Securities Act" means the U.S. Securities Act of 1933 (or any successor
statute), as amended from time to time.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Issuer pursuant to Section 3.9.

     "Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

     "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock or other similar
interests in the corporation which ordinarily has or have voting power for the
election of directors, or persons performing similar functions, whether at all
times or only so long as no senior class of stock or other interests has or have
such voting power by reason of any contingency.

     "Trading Days" means days on which the London Stock Exchange or such other
securities exchange on which the Ordinary Shares are listed or admitted for
trading, is open for trading.

     "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

     "Unrestricted Global Security" means any Global Security that does not and
is not required to bear the Private Placement Legend.



                                       9
<PAGE>

     "United States" or "U.S." means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (its "possessions" including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands).

SECTION One.2. Compliance Certificates and Opinions.

     Upon any application or request by the Issuer or the Company to the Trustee
to take any action under any provision of this Indenture, the Issuer or the
Company, as the case may be, shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and, if
required by the Trust Indenture Act, an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (including certificates provided for in
Section 9.7) shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of such individual, he has made
     such examination or investigation as is necessary to enable him to express
     an informed opinion as to whether or not such covenant or condition has
     been complied with; and

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

SECTION One.3. Form of Documents Delivered to the Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Issuer or the Company may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by,



                                       10
<PAGE>

counsel, unless such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the
matters upon which such certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Issuer or the Company or any other Person stating that the
information with respect to such factual matters is in the possession of the
Issuer or the Company or such other Person, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION One.4. Acts of Holders of Securities.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders of Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing by such Holders. Such action
shall become effective when such instrument or instruments record is delivered
to the Trustee and, where it is hereby expressly required, to the Issuer and the
Company. The Trustee shall promptly deliver to the Issuer and the Company copies
of all such instruments delivered to the Trustee. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders of Securities signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent or proxy, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Trustee, the Issuer and the Company if
made in the manner provided in this Section.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

     (c) The ownership, principal amount and serial number of any Security held
by any Person, and the date of his holding the same, shall be proved by the
Security Register. In the case of a Global Security, the Holder thereof shall be
entitled to give or take, or vote on, any relevant action with respect to all or
only a portion of the principal amount represented by such Global Security as of
the record date fixed for such action, as indicated in Security Register.

     (d) The fact and date of execution of any such instrument or writing and
the authority of the Person executing the same may also be proved in any other
manner which the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this
Section 1.4.



                                       11
<PAGE>

     (e) The Issuer may set any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted by this Indenture to be given or taken by
Holders. Promptly and in any case not later than 10 days after setting a record
date, the Issuer shall notify the Trustee and the Holders of such record date.
If not set by the Issuer prior to the first solicitation of a Holder made by any
Person in respect of any such action, or, in the case of any such vote, prior to
such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 14.1) prior to such first solicitation or vote, as
the case may be. With regard to any record date, the Holders on such date (or
their duly appointed agents or proxies), and only such Persons, shall be
entitled to give or take, or vote on, the relevant action, whether or not such
Holders remain Holders after such record date. Notwithstanding the foregoing,
the Issuer shall not set a record date for, and the provisions of this paragraph
shall not apply with respect to, any notice, declaration or direction referred
to in the next paragraph.

     Upon receipt by the Trustee from any Holder of (i) any notice of default or
breach referred to in Section 5.1(4), if such default or breach has occurred and
is continuing and the Trustee shall not have given such a notice to the Issuer
and the Company; (ii) any declaration of acceleration referred to in Section
5.2, if an Event of Default has occurred and is continuing and the Trustee shall
not have given such a declaration to the Issuer and the Company; or (iii) any
direction referred to in Section 5.12, if the Trustee shall not have taken the
action specified in such direction, then, with respect to clauses (ii) and
(iii), a record date shall automatically and without any action by the Issuer,
the Company or the Trustee be set for determining the Holders entitled to join
in such declaration or direction, which record date shall be the close of
business on the tenth day (or, if such day is not a Business Day, the first
Business Day thereafter) following the day on which the Trustee receives such
declaration or direction, and, with respect to clause (i), the Trustee may set
any day as a record date for the purpose of determining the Holders entitled to
join in such notice of default. Promptly after such receipt by the Trustee of
any such declaration or direction referred to in clause (ii) or (iii), and
promptly after setting any record date with respect to clause (i), and as soon
as practicable thereafter, the Trustee shall notify the Issuer, the Company and
the Holders of any such record date so fixed. The Holders on such record date
(or their



                                       12
<PAGE>

duly appointed agents or proxies), and only such Persons, shall be entitled to
join in such notice, declaration or direction, whether or not such Holders
remain Holders after such record date; provided that, unless such notice,
declaration or direction shall have become effective by virtue of Holders of the
requisite principal amount of Securities on such record date (or their duly
appointed agents or proxies) having joined therein on or prior to the 180th day
after such record date, such notice, declaration or direction shall
automatically and without any action by any Person be cancelled and of no
further effect. Nothing in this paragraph shall be construed to prevent a Holder
(or a duly appointed agent or proxy thereof) from giving, before or after the
expiration of such 180-day period, a notice, declaration or direction contrary
to or different from, or, after the expiration of such period, identical to, the
notice, declaration or direction to which such record date relates, in which
event a new record date in respect thereof shall be set pursuant to this
paragraph. In addition, nothing in this paragraph shall be construed to render
ineffective any notice, declaration or direction of the type referred to in this
paragraph given at any time to the Trustee and the Issuer by Holders (or their
duly appointed agents or proxies) of the requisite principal amount of
Securities on the date such notice, declaration or direction is so given.

     (f) Except as provided in Sections 5.12 and 5.13, any request, demand,
authorization, direction, notice, consent, election, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or
in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee, the Issuer or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

SECTION One.5. Notices, Etc., to Trustee, Issuer and Company.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act of Holders of Securities or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with:

          (1) the Trustee by any Holder of Securities or by the Issuer or the
     Company shall be sufficient for every purpose hereunder if made, given,
     furnished or filed in writing (which may be via facsimile) to or with the
     Trustee and received at its Corporate Trust Office, Attention: Corporate
     Trust Administration, and shall be deemed given when received; or

          (2) the Issuer or the Company by the Trustee or by any Holder of
     Securities shall be sufficient for every purpose hereunder (unless
     otherwise herein expressly provided) if in writing, mailed, first-class
     postage prepaid, or telecopied and confirmed by mail, first-class postage
     prepaid, or delivered by hand or overnight courier, addressed to the Issuer
     and the Company at Hampshire International Business Park, Chineham,
     Basingstoke, Hampshire RG24 8EP, England, Attention: Company Secretary, or
     at any other address previously furnished in writing to the Trustee by the
     Issuer or the Company, and shall be deemed given when received.

     Any request, demand, authorization, direction, notice, consent, election or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

SECTION One.6. Notice to Holders of Securities; Waiver.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be
sufficiently given to Holders if in writing and mailed, first-class postage
prepaid to each Holder affected by such event, at the address of such Holder as
it appears in the Security Register, not earlier than the earliest date and not
later than the latest date prescribed for the giving of such notice.

     Neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Securities. In case by reason of the suspension
of regular mail service or by reason of any other



                                       13
<PAGE>

cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee, which approval
shall not be unreasonably withheld or delayed, shall constitute a sufficient
notification to such Holders for every purpose hereunder.

     Such notice shall be deemed to have been given when such notice is mailed.

     In addition to notices by mail, the Issuer undertakes that any notice of
redemption of the Securities, or notice of any Change in Control and of the
related redemption right arising as a result thereof, shall further include a
public announcement thereof by release made to Reuters Economic Services and
Bloomberg Business News.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION One.7. Notice of Adjustments of Exchange Ratio.

     Whenever the Exchange Ratio is adjusted as provided in the Articles of
Association:

          (1) the Issuer shall compute the adjusted Exchange Ratio in accordance
     with the Articles of Association and shall prepare a certificate signed by
     a director or officer of the Issuer and the Chief Financial Officer of the
     Company setting forth the adjusted Exchange Ratio and showing in reasonable
     detail the facts upon which such adjustment is based, and such certificate
     shall promptly be filed with the Trustee and with each Conversion and
     Exchange Agent; and

          (2) upon each such adjustment, a notice stating that the Exchange
     Ratio has been adjusted and setting forth the adjusted Exchange Ratio shall
     be required, and as soon as practicable after it is required, such notice
     shall be provided by the Issuer to all Holders in accordance with Section
     1.6.

Neither the Trustee nor any Conversion and Exchange Agent shall be under any
duty or responsibility with respect to any such certificate or the information
and calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours.

SECTION One.8. Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.



                                       14
<PAGE>

SECTION One.9. Successors and Assigns.

     All covenants and agreements in this Indenture by the Issuer or the Company
shall bind their respective successors and assigns, whether so expressed or not.

SECTION One.10.        Separability Clause.

     In case any provision in this Indenture or the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION One.11.        Benefits of Indenture.

     Except as provided in the next sentence, nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns hereunder and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under this
Indenture.

SECTION One.12.        Governing Law, Etc.

     (a) THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE PARTIES
HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES OR
ANY TRANSACTION RELATED HERETO OR THERETO.

     (b) Each of the Issuer and the Company hereby:

          (i) agrees that any suit, action or proceeding against it arising out
     of or relating to this Indenture or the Securities, as the case may be,
     under U.S. federal or state securities laws may be instituted in any U.S.
     federal or state court sitting in New York City;

          (ii)waives to the extent permitted by applicable law, any objection
     which it may now or hereafter have to the laying of venue of any such suit,
     action or proceeding, and any claim that any suit, action or proceeding in
     such a court has been brought in an inconvenient forum;

          (iii)irrevocably submits to the non-exclusive jurisdiction of such
     courts in any suit, action or proceeding;

          (iv)agrees that final judgment in any such suit, action or proceeding
     brought in such a court shall be conclusive and binding and may be enforced
     in the courts of the jurisdiction of which it is subject by a suit upon
     judgment; and



                                       15
<PAGE>

          (v) irrevocably appoints CT Corporation System as its agent upon which
     process may be served in any such suit, action or proceeding, and agrees
     that service of process upon such agent at its office at 111 8th Avenue,
     13th Floor, New York, New York 10011 and written notice of said service to
     the Issuer and the Company by such agent shall constitute personal service
     of such process on the Issuer and the Company in any such suit, action or
     proceeding.

SECTION One.13.        Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Change of
Control Redemption Date, Holder Option Redemption Date or Stated Maturity of any
Security or the last day on which a Holder of a Security has a right to convert
his Security shall not be a Business Day at a Place of Payment or Place of
Conversion, as the case may be, then (notwithstanding any other provision of
this Indenture or of the Securities) payment of principal of, premium, if any,
or interest on, or the payment of any Redemption Price, Change of Control
Redemption Price or Holder Option Redemption Price (or issue of Preference
Shares on conversion of a Security or Ordinary Shares or ADSs in exchange for
Preference Shares into which Securities may be converted in lieu of payment
thereof) with respect to, or delivery for conversion of, such Security need not
be made at such Place of Payment or Place of Conversion, as the case may be, on
or by such day, but may be made on or by the next succeeding Business Day at
such Place of Payment or Place of Conversion, as the case may be, with the same
force and effect as if made on the Interest Payment Date, Redemption Date Change
of Control Redemption Date or Holder Option Redemption Date, or at the Stated
Maturity or by such last day for conversion; provided, however, that in the case
that payment is made on such succeeding Business Day, no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date, Change of Control Redemption Date, Holder Option
Redemption Date, Stated Maturity or last day for conversion, as the case may be.

SECTION One.14.        Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

                                   Article Two

                                 SECURITY FORMS

SECTION Two.1.         Form Generally.

     The Securities shall be in substantially the form set forth in this Article
and in the forms of Securities set forth in Exhibits A and B to this Indenture,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends



                                       16
<PAGE>

or endorsements placed thereon as may be required to comply with the rules of
any securities exchange or the Internal Revenue Code of 1986, as amended, and
regulations thereunder (the "Code"), or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. The Securities shall initially be represented by two or more
Global Securities in registered form, as opposed to bearer form.

     Securities initially offered and sold to U.S. investors shall be issued in
the form of one or more permanent global certificates in registered form,
substantially in the form set forth in Exhibit A-1 hereto (a "Rule 144A Global
Security"), duly executed by the Issuer and authenticated by the Trustee as
hereinafter provided and deposited with a custodian for and registered in the
name of Cede & Co. as nominee of DTC.

     Securities initially offered and sold outside of the United States shall be
issued in the form of one or more permanent global certificates in registered
form, substantially in the form set forth in Exhibit A-2 hereto (a "Regulation S
Global Security"), duly executed by the Issuer and authenticated by the Trustee
as hereinafter provided and deposited with, and registered in the name of a
nominee for, a common depositary for Clearstream and Euroclear.

     The aggregate principal amount of the Global Securities may from time to
time be increased or decreased by adjustments made on the records of the
Securities Registrar in accordance with instructions given by DTC, Clearstream
and Euroclear (which shall not be kept in the United Kingdom).

     Definitive Securities may be issued from time to time in accordance with
the provisions of this Indenture, in the form of Exhibit B hereto.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in Exhibit C.

     Conversion notices shall be in substantially the form set forth in Exhibit
D.

     Notices of redemption at the option of the Holder shall be substantially in
the form set forth in Exhibit E.

     Any definitive Securities shall be printed, lithographed, typewritten or
engraved or produced by any combination of these methods on steel engraved
borders if so required by any securities exchange upon which the Securities may
be listed, or may be produced in any other manner permitted by the rules of any
such securities exchange, or, if the Securities are not listed on a securities
exchange, in any other manner approved by the Issuer, all as determined by the
officers executing such Securities, as evidenced by their execution thereof.

SECTION Two.2.         Restrictive Legends.

     (a) Unless and until a Security is sold or otherwise transferred in
connection with an effective Registration Statement pursuant to the Registration
Rights Agreement, (i) the Rule 144A Global Securities and Rule 144A Definitive
Securities shall bear the legend set forth



                                       17
<PAGE>

below on the face thereof and (ii) until at least the 41st day after the Closing
Date, the Regulation S Global Securities and the Regulation S Definitive
Securities shall bear the legend set forth below on the face thereof:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE
         OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
         BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
         "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER
         THE SECURITIES ACT (A "QIB") OR (B) IT IS NOT A U.S. PERSON AND IS
         ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,
         WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE
         SECURITIES ACT, OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY
         EXCEPT (A) TO SHIRE PHARMACEUTICALS GROUP PLC OR ANY SUBSIDIARY
         THEREOF, (B) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN AN
         OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
         REGULATION S, (B) IN ACCORDANCE WITH RULE 144A TO A PERSON WHOM THE
         SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY BELIEVE
         IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN
         A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE
         IS GIVEN THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON
         RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
         144 THEREUNDER (IF AVAILABLE), AND (3) AGREES THAT IT WILL DELIVER TO
         EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED
         A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN,
         THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
         HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
         ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
         TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
         RESTRICTIONS.

     (b) Each Global Security shall also bear the following legend on the face
thereof:

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO. THE REGISTERED HOLDER HEREOF MAY BE TREATED BY
         THE ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF
         THIS SECURITY FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL
         BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO A SUCCESSOR
         BOOK-ENTRY DEPOSITARY, AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTION 3.7 OF THE INDENTURE.



                                       18
<PAGE>

SECTION Two.3.         Form of the Guarantee.

     The Guarantee of the Company shall be endorsed on each Security and shall
be in substantially the form set forth in Exhibit F or such other form or forms
as shall be established by a Board Resolution of the Company or an indenture
supplemental hereto, with such appropriate insertions, omissions, substitutions
and other corrections as are required or permitted by this Indenture or any
indenture supplemental hereto, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Guarantees.
Such execution of such Guarantees shall be conclusive evidence as regards the
Company as to any such determination made by the Company.

                                  Article Three

                                 THE SECURITIES

SECTION Three.1.       Title and Terms.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is limited to U.S.$400,000,000, except for
Securities authenticated and delivered in exchange for, or in lieu of, other
Securities pursuant to Section 3.5, 3.8, 8.5, 10.8, 11.2 or 12.3(f).

     The Securities shall be known and designated as the "2.00% Guaranteed
Convertible Senior Notes due August 21, 2011" of the Issuer. Their Stated
Maturity shall be August 21, 2011, and they shall bear interest on their
principal amount from August 21, 2001, payable semi-annually in arrears on
February 21 and August 21 in each year, commencing February 21, 2002, at the
rate of 2.00% per annum until the principal thereof is due and at the rate of
2.00% per annum on any overdue principal and, to the extent permitted by law, on
any overdue interest; provided, however, that payments shall only be made on
Business Days as provided in Section 1.13.

     The principal of, premium, if any, and interest on the Securities shall be
payable as provided in the form of Securities set forth in Exhibit A and Exhibit
B, and any Redemption Price, Change of Control Redemption Price or Holder Option
Redemption Price shall be payable at such places as are identified in the notice
of redemption delivered pursuant to Section 10.5, the Company Notice given
pursuant to Section 12.3 or any notice from the Issuer delivered pursuant to
Section 13.3 (any city in which any Paying Agent is located being herein called
a "Place of Payment").

     The Securities shall be redeemable at the option of the Issuer, as provided
in Article Ten and in the form of Securities set forth in Exhibit A and Exhibit
B.

     The Securities shall be convertible as provided in Article Eleven (any city
in which any Conversion Agent is located being herein called a "Place of
Conversion").



                                       19
<PAGE>

     The Securities shall be subject to redemption by the Company at the option
of the Holders as provided in Article Twelve and Article Thirteen.

SECTION Three.2.       Denominations.

     The Securities shall be issuable only in global registered or definitive
registered form, without coupons, in denominations of U.S.$1,000 and integral
multiples thereof.

SECTION Three.3.       Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Issuer by its Chief
Executive, its Finance Director or one of its other Directors, or by its
Treasurer, under a facsimile of its corporate seal reproduced thereon attested
by its Company Secretary or one of its Assistant Company Secretaries. Any such
signature may be manual or facsimile.

     Securities bearing the manual or facsimile signature of individuals who
were at any time the proper officers of the Issuer shall bind the Issuer ,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver Securities executed by the Issuer to the
Trustee or to its order for authentication, together with an Issuer Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with such Issuer Order shall authenticate and make available for
delivery such Securities as in this Indenture provided and not otherwise.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

SECTION Three.4.       Reserved.

SECTION Three.5.       Transfer and Exchange.

     The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Issuer designated pursuant to Section 9.2 being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Securities and of transfers of Securities. The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers and exchanges of Securities as herein provided. The Security
Register shall be maintained at all times outside the United Kingdom.



                                       20
<PAGE>

     Upon surrender of a Security for registration of transfer of any Security
at an office or agency of the Issuer designated pursuant to Section 9.2 for such
purpose, the Issuer shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount.

     (A) Global Securities

     (a) The Rule 144A Global Security authenticated under this Indenture shall
be deposited with a custodian for and registered in the name of Cede & Co., as
nominee of DTC. Pursuant to the terms of the agreement to be entered into
between DTC and the Issuer (the "DTC Agreement"), DTC will operate a book-entry
system for the securities registered in its name or the name of its nominee. The
Regulation S Global Security authenticated under this Indenture shall be
deposited with, and registered in the name of a nominee for, a common depositary
for Clearstream and Euroclear, which will each operate a book-entry system for
the Securities registered in the name of the common depositary. Each such Global
Security shall constitute a single Security for all purposes of this Indenture.

     (b) The Rule 144A Global Security and the Regulation S Global Security
shall bear legends as set forth in Section 2.2. Transfers of any Global Security
shall be limited to transfers of such Global Security in whole, but not in part.
Transfers of interests from one Global Security to another Global Security shall
be effected by an increase or a reduction in the aggregate principal amount of
Securities represented by the first Global Security and the corresponding
reduction or increase in the aggregate principal amount of Securities
represented by the other Global Security. Any beneficial interest in one of the
Global Securities that is transferred to a person who takes delivery in the form
of an interest in another Global Security will, upon transfer, cease to be an
interest in such Global Security and become an interest in such other Global
Security and, accordingly, will thereafter be subject to all transfer
restrictions, if any, and other procedures or conditions applicable to
beneficial interests in such other Global Security for as long as it remains
such an interest.

     (c) Notwithstanding any other provision in this Indenture, no Global
Securities held by DTC may be exchanged for Definitive Securities unless: (i)
DTC notifies the Trustee that it is unwilling or unable to continue to hold such
Global Securities, or if at any time DTC is unable to or ceases to be a clearing
agency registered under the Exchange Act and as successor to DTC registered
under the Exchange Act is not appointed by the Trustee at the written request of
the Issuer within 120 days; (ii) an Event of Default under the Securities
occurs, upon the request of the holder of a beneficial interest in the relevant


                                       21
<PAGE>

Securities; or (iii) at any time the Issuer at its option and in its sole
discretion determines that a Global Security should be exchanged (in whole but
not in part) for Definitive Securities. The Regulation S Global Securities may
not be exchanged for Definitive Securities unless: (i) either Clearstream or
Euroclear 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 and does in fact do so and no alternative clearing
system satisfactory to the Issuer is available; (ii) an Event of Default under
the Securities occurs, upon the request of the holder of a a beneficial interest
in the relevant Securities; or (iii) at any time the Issuer at its option and in
its sole discretion determines that a Global Security should be exchanged (in
whole but not in part) for Definitive Securities.

     Any Global Security that is exchangeable pursuant to the preceding
paragraph shall be exchangeable only for Definitive Securities issuable in
authorized denominations of a like aggregate principal amount and tenor as the
Global Security so exchangeable, and bearing interest at the same rate, having
the same date of issuance, the same date or dates from which such interest shall
accrue, the same Interest Payment Dates, and subject to the same redemption and
conversion provisions and other terms as the Global Security so exchangeable.
Definitive Securities shall be registered in the names of the owners of the
beneficial interests in such Securities as such names are from time to time
provided by the relevant Agent Members holding interests in such Global
Securities (as the names of such Agent Members are provided to the Company from
time to time by DTC, Clearstream or Euroclear).

     Except as provided above, owners solely of beneficial interests in a Global
Security shall not be entitled to receive physical delivery of Securities in
definitive form and will not be considered the Holders thereof for any purpose
under this Indenture.

     (d) Definitive Securities issued upon any exchange of beneficial interests
in the Rule 144A Global Security or the Regulations S Global Security shall bear
the legends set forth in Section 2.2 and shall be subject to all restrictions on
transfer contained therein to the same extent as the Global Security so
exchanged.

     (e) In the event that a Global Security is surrendered for redemption in
part pursuant to Section 10.8, Section 12 or Section 13 either (i) the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Global Security, without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered or (ii) the Trustee shall
endorse Schedule A to such Global Security to reflect the reduction in the
principal amount at maturity of such Global Security as a result of such
redemption.

     (f) Upon the effectiveness of the Registration Statement pursuant to the
Registration Rights Agreement and the sale or other transfer of a beneficial
interest in a Global Security in connection therewith, the Issuer shall issue
and upon receipt of an authentication order in accordance with Section 3.3, the
Trustee (or its agent in accordance with Section 6.12) shall authenticate one or
more Unrestricted Global Securities in the form of Exhibit A-3 hereto in an
initial aggregate principal amount equal to the principal amount of the
beneficial interest so transferred. Concurrently with the issuance of any such
Unrestricted Global Security, the Trustee shall cause the aggregate principal
amount of the applicable initial Global Security to be reduced accordingly and
direct the Security Registrar to make a corresponding reduction in the Security
Register in respect of the initial Global Security.

     (g) The Agent Members, DTC, Clearstream, Euroclear and any beneficial
owners shall have no rights under this Indenture with respect to any Global
Security held on their behalf by a Holder, or in relation to which they hold,
directly or indirectly, beneficial interests, and such Holder shall be treated
by the Issuer, the Company, the Trustee, and any agent of the Issuer, the


                                       22
<PAGE>

Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Company, the Trustee, or any agent of the Issuer, the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by a Holder or impair, as between DTC, Clearstream,
Euroclear or another clearing agency and any of their respective Agent Members
and Holders, the operation of customary practices governing the exercise of the
rights of a holder or any security, including without limitation the granting of
proxies or other authorization of participants to give or take any request,
demand, authorization, direction, notice, consent, waiver, or other action which
a Holder is entitled to give or take under this Indenture.

     (h) DTC, Clearstream and Euroclear may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture with respect to the Securities.

     (i) Pending the preparation of Definitive Securities, the Issuer may
execute, and upon Issuer Order the Trustee shall authenticate and make available
for delivery, temporary Securities provided to it which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the Definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Definitive
Securities may determine, as evidenced by their execution of such Securities.

     If temporary Securities are issued, the Issuer will cause definitive
registered Securities to be prepared without unreasonable delay. After the
preparation of definitive registered Securities, the temporary Securities shall
be exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency of the Issuer designated pursuant to Section
9.2, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities the Issuer shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of Definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as Definitive Securities.

     (B) Definitive Securities

     (a) At the option of a Holder, and subject to the other provisions of this
Section 3.5, Definitive Securities may be exchanged for other Definitive
Securities of any authorized denomination and of a like aggregate principal
amount, upon surrender of the Definitive Securities to be exchanged at any such
office or agency. Whenever any Definitive Securities are so surrendered for
exchange, and subject to the other provisions of this Section 3.5, the Issuer
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive. Every Definitive Security presented or surrendered for registration of
transfer and/or surrendered for exchange shall (if so required by the Issuer or
the Security Registrar) be duly endorsed, or be accompanied



                                       23
<PAGE>

by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

     All Definitive Securities issued upon any registration of transfer or
exchange of Definitive Securities shall be the valid and legally binding
obligations of the Issuer, evidencing the same debt, and subject to the other
provisions of this Section 3.5, entitled to the same benefits under this
Indenture, as the Definitive Securities surrendered upon such registration of
transfer or exchange.

     (b) No service charge shall be made for any registration of transfer or
exchange of Securities except as provided in Section 3.8, but the Issuer may
require payment of a sum sufficient to cover any tax, duty or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to this Section 3.5 or
Section 8.5, 10.8 or 11.2 (other than where the Preference Shares, Ordinary
Shares or ADSs are to be issued or delivered in a name other than that of the
Holder of the Security), in each case not involving any transfer. Any stamp,
stamp duty reserve tax and other duties, if any, which may be imposed by the
United Kingdom or any political subdivision thereof or therein in connection
with any exchanges pursuant to this Section 3.5 or Section 8.5, 10.8, 11.2,
12.3(f) or 13.3(e) (other than where the Preference Shares, Ordinary Shares or
ADSs are to be issued or delivered in a name other than that of the Holder of
the Security), in each case not involving any transfer, shall be paid by the
Issuer.

     In the event of a redemption of the Securities, the Issuer will not be
required (a) to register the transfer of or exchange Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer of or exchange any Security, or portion thereof, called for redemption.

     (c) Neither the Trustee, the Paying Agent nor any of their agents shall (1)
have any duty to monitor compliance with or with respect to any U.S. federal or
state or other securities or tax laws; or (2) have any duty to obtain
documentation on any transfers or exchanges other than as specifically required
hereunder.

SECTION Three.6.       Reserved.

SECTION Three.7.       Special Transfer Provisions.

     Unless and until a Security is sold or otherwise transferred in connection
with an effective Registration Statement pursuant to the Registration Rights
Agreement, the following provisions shall apply:

     (a) Transfers to QIBs. The following provisions shall apply with respect to
any proposed transfer of a Security to a QIB, other than any QIB that is a
Non-U.S. Person:

          (i) If the Security to be transferred is (A) either a Rule 144A
     Definitive Security or a Regulation S Definitive Security prior to the
     removal of the Private Placement Legend, the transferor must advise the
     Issuer and the Trustee in writing



                                       24
<PAGE>

     that the sale has been made in compliance with the provisions of Rule 144A
     to a transferee who has advised the Issuer and the Trustee in writing that
     it is purchasing the Security for its own account or an account with
     respect to which it exercises sole investment discretion and that it and
     any such account is a QIB within the meaning of Rule 144A and is aware that
     the sale to it is being made in reliance on Rule 144A and acknowledges that
     it has received such information regarding the Issuer and the Company as it
     has requested pursuant to Rule 144A, or has determined not to request such
     information, and that it is aware that the transferor is relying upon its
     foregoing representations in order to claim the exemption from registration
     provided by Rule 144A; or (B) an interest in a Rule 144A Global Security,
     the transfer of such interest may be effected only through the book-entry
     system maintained by DTC.

          (ii) If the proposed transferee is an Agent Member and the Security to
     be transferred consists of Rule 144A Definitive Securities, upon receipt by
     the Trustee of the documents referred to in paragraph (i) above and
     instructions given in accordance with the procedures of DTC, Clearstream or
     Euroclear, as the case may be, the Security Registrar shall reflect on its
     books and records the date and an increase in the principal amount of the
     Rule 144A Global Security in an amount equal to the principal amount of the
     Rule 144A Definitive Securities to be transferred, and the Trustee shall
     cancel the Rule 144A Definitive Securities so transferred.

     (b) Transfers of Interests in the Regulation S Global Security or
Regulation S Definitive Securities. The following provisions shall apply with
respect to any transfer of interests in the Regulation S Global Security or
Regulation S Definitive Securities:

          (i) prior to the removal of the Private Placement Legend from the
     Regulation S Global Security or Regulation S Definitive Securities pursuant
     to Section 2.2, such transfer must comply with paragraph (a) or (c) of this
     Section 3.7, and

          (ii) after such removal, transfers of any such Security may be made
     without provision of any additional certification.

     (c) Transfers to Non-U.S. Persons at Any Time. The following provisions
shall apply with respect to any transfer of a Security to a Non-U.S. Person:

          (i) any proposed transfer to any Non-U.S. Person of a Rule 144A
     Definitive Security or an interest in a Rule 144A Global Security may be
     made upon receipt by the Trustee of a certificate substantially in the form
     of Exhibit G hereto from the proposed transferor.

          (ii) (A) If the proposed transferor is an Agent Member holding a
     beneficial interest in a Rule 144A Global Security, upon receipt by the
     Trustee of (1) the documents, if any, required by paragraph (i) and (2)
     instructions in accordance with the procedures of DTC, the Security
     Registrar shall reflect on its books and records the date and a decrease in
     the principal amount of the Rule 144A Global Security in an amount equal to
     the principal amount of the beneficial interest in the Rule 144A Global
     Security



                                       25
<PAGE>

     to be transferred, and (B) if the proposed transferee is an Agent Member,
     upon receipt by the Trustee of instructions given in accordance with the
     procedures of DTC, the Security Registrar shall reflect on its books and
     records the date and an increase in the principal amount of the Regulation
     S Global Security in an amount equal to the principal amount of the Rule
     144A Definitive Security or the Rule 144A Global Security, as the case may
     be, to be transferred, and the Trustee shall cancel the Definitive
     Security, if any, so transferred or decrease the amount of the Rule 144A
     Global Security.

     (d) Private Placement Legend. Upon the transfer, exchange or replacement of
Securities not bearing the Private Placement Legend, the Trustee shall deliver
Securities that do not bear the Private Placement Legend. Upon the transfer,
exchange or replacement of Securities bearing the Private Placement Legend, the
Trustee shall deliver only Securities that bear the Private Placement Legend
unless (i) the Private Placement Legend is no longer required by Section 2.2, or
(ii) if the time period referred to in Rule 144(k) has expired and there is
delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the
Issuer and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

     (e) General. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such Security acknowledges the restrictions on
transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture. In connection with any transfer of Securities, each Holder
agrees by its acceptance of the Securities to furnish the Trustee, the
Book-Entry Depositary or the Issuer such certifications, legal opinions or other
information as any of them may reasonably require to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act; provided that the Trustee
shall not be required to determine (but may conclusively rely on a determination
made by the Issuer with respect to) the sufficiency of any such certifications,
legal opinions or other information.

     The Trustee shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.5 or this Section 3.7 in
accordance with its customary record retention procedures. The Issuer and the
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Trustee.

SECTION Three.8.       Mutilated, Destroyed, Lost or Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, the Issuer shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a new Security of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

     If there be delivered to the Issuer and to the Trustee:



                                       26
<PAGE>

          (1) evidence to their satisfaction of the destruction, loss or theft
     of any Security; and

          (2) such security or indemnity as may be satisfactory to the Issuer
     and the Trustee to save each of them and any agent of either of them
     harmless,

then, in the absence of actual notice to the Issuer or the Trustee that such
Security has been acquired by a bona fide purchaser, the Issuer shall execute
and the Trustee shall authenticate and make available for delivery, in lieu of
any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Issuer in its discretion, but subject
to any conversion rights, may, instead of issuing a new Security, pay such
Security, upon satisfaction of the conditions set forth in the preceding
paragraph.

     Upon the issuance of any new Security under this Section 3.8, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section 3.8 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and such new Security shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

     The provisions of this Section 3.8 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies of any Holder with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION Three.9.       Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid, (i) in the case of
Definitive Securities, to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest and, at the option of the Issuer, may be paid by
check mailed to the address of the Person as it appears in the Security
Register; and (ii) in the case of Global Securities, to the Holder by wire
transfer of same-day funds to the Holder in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been



                                       27
<PAGE>

such Holder, and such Defaulted Interest may be paid by the Issuer, at its
election in each case, as provided in clause (1) or (2) below:

          (1) The Issuer may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (or their respective Predecessor
     Securities) are registered at the close of business on a Special Record
     Date for the payment of such Defaulted Interest, which shall be fixed in
     the following manner. The Issuer shall notify the Trustee in writing of the
     amount of Defaulted Interest proposed to be paid on each Security, the date
     of the proposed payment and the Special Record Date, and at the same time
     the Issuer shall deposit with the Trustee an amount of money equal to the
     aggregate amount proposed to be paid in respect of such Defaulted Interest
     or shall make arrangements satisfactory to the Trustee for such deposit
     prior to the date of the proposed payment, such money when deposited to be
     held in trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided. The Special Record Date for the
     payment of such Defaulted Interest shall be not more than 15 days and not
     less than 10 days prior to the date of the proposed payment and not less
     than 10 days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee, in the name and at the expense of the Issuer, shall
     cause notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor to be mailed, first-class postage prepaid, to
     each Holder at such Holder's address as it appears in the Security
     Register, not less than 10 days prior to such Special Record Date. Notice
     of the proposed payment of such Defaulted Interest and the Special Record
     Date therefor having been so mailed, such Defaulted Interest shall be paid
     to the Persons in whose names the Securities (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

          (2) The Issuer may make payment of any Defaulted Interest in any other
     lawful manner not inconsistent with the requirements of any securities
     exchange on which the Securities may be listed, and upon such notice as may
     be required by such exchange, if, after notice given by the Issuer to the
     Trustee of the proposed payment pursuant to this clause, such manner of
     payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

     Interest on any Security which is converted in accordance with Section 11.2
during a Record Date Period shall be payable in accordance with the provisions
of Section 11.2.

SECTION Three.10.      Persons Deemed Owners.

     The Issuer, the Company, the Trustee and any agent of the Issuer, the
Company or the Trustee may treat the Person in whose name a Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.9) interest on such
Security and for all other purposes whatsoever, whether or not such



                                       28
<PAGE>

Security be overdue, and neither the Issuer, the Company, the Trustee nor any
agent of the Issuer, the Company or the Trustee shall be affected by notice to
the contrary.

SECTION Three.11.      Cancellation.

     All Securities surrendered for payment, redemption, repurchase,
registration of transfer or exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered to the Trustee shall be canceled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 3.11. The Trustee shall dispose of all
canceled Securities in accordance with applicable law and its customary
practices in effect from time to time.

SECTION Three.12.      Computation of Interest.

     Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months and, in the case of an incomplete month, the number of
days elapsed.

SECTION Three.13.      CUSIP, CINS, ISIN and/or Common Code Numbers.

     The Issuer in issuing Securities may use "CUSIP," "CINS," "ISIN," and/or
"Common Code" numbers (if then generally in use) in addition to serial numbers;
the Trustee shall use such CUSIP, CINS, ISIN and/or Common Code numbers in
addition to serial numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such CUSIP, CINS, ISIN and/or Common Code numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the serial or other identification numbers
printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such CUSIP, CINS, ISIN and/or Common Code numbers. The
Issuer shall promptly notify the Trustee in writing of any change in any such
CUSIP, CINS, ISIN and/or Common Code number.

                                  Article Four

                           SATISFACTION AND DISCHARGE

SECTION Four.1.        Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of conversion, or registration of transfer or
exchange, or replacement of Securities herein expressly provided for and the
Issuer's obligations to the Trustee pursuant to Section 6.7), and the Trustee,
at the expense of the Issuer, shall execute proper instruments in form and
substance satisfactory to the Trustee acknowledging satisfaction and discharge
of this Indenture, when



                                       29
<PAGE>

     (1) either

          (A) all Securities theretofore authenticated and delivered (other than
     (i) Securities which have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 3.8; and (ii) Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Issuer and thereafter repaid to the Issuer or
     discharged from such trust, as provided in Section 9.3) have been delivered
     to the Trustee for cancellation; or

          (B) all such Securities not theretofore delivered to the Trustee or
     its agent for cancellation (other than Securities referred to in clauses
     (i) and (ii) of clause (1)(A) above)

               (i) have become due and payable, or

               (ii) will have become due and payable at their Stated Maturity
          within one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Issuer,

     and the Issuer, in the case of clause (i), (ii) or (iii) above, has
     deposited or caused to be deposited with the Trustee as trust funds
     (immediately available to the Holders in the case of clause (i)) in trust
     for the purpose an amount sufficient to pay and discharge the entire
     indebtedness on such Securities not theretofore delivered to the Trustee
     for cancellation, for principal, premium, if any, and interest to the date
     of such deposit (in the case of Securities which have become due and
     payable) or to the Stated Maturity or Redemption Date, as the case may be;

     (2) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and

     (3) the Issuer has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 6.7, the obligations of
the Issuer to any Authenticating Agent under Section 6.12, and, if money shall
have been deposited with the Trustee pursuant to clause (1)(B) of this Section
4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of
Section 9.3, the obligations of the Issuer and the Trustee under Section 3.5 and
Article Eleven and the obligations of the Company under Article Fifteen shall
survive such satisfaction and discharge.



                                       30
<PAGE>

SECTION Four.2.        Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 9.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent), to the Persons entitled
thereto, of the principal, premium, if any, and interest for whose payment such
money has been deposited with the Trustee.

     All moneys deposited with the Trustee pursuant to Section 4.1 (and held by
it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Issuer upon Issuer Request.

                                  Article Five

                                    REMEDIES

SECTION Five.1.        Events of Default.

     "Event of Default", wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (1) default in the payment of the principal of or premium, if any, on
     any Security at its Maturity; or

          (2) default in the payment of any interest upon any Security when it
     becomes due and payable, and continuance of such default for a period of 30
     days; or

          (3) failure by the Issuer to give the Company Notice in accordance
     with Section 12.3; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Issuer or the Company in this Indenture (other than a covenant or
     warranty a default in the performance or breach of which is specifically
     dealt with elsewhere in this Section), and continuance of such default or
     breach for a period of 60 days after there has been given, by registered or
     certified mail, to the Issuer and the Company by the Trustee or to the
     Issuer and the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities, a written notice specifying
     such default or breach and requiring it to be remedied and stating that
     such notice is a "Notice of Default" hereunder; or

          (5) a default in the payment when due of the principal of, or
     acceleration of, any Indebtedness under any bond, debenture, note or other
     evidence of indebtedness for money borrowed by the Company or any
     Subsidiary of the Company or under any



                                       31
<PAGE>

     mortgage, indenture or instrument under which there may be issued or by
     which there may be secured or evidenced any Indebtedness of the Company or
     any Subsidiary of the Company with a principal amount then outstanding in
     excess of U.S.$25,000,000, whether such Indebtedness now exists or shall
     hereafter be created, if such Indebtedness is not discharged, or such
     acceleration is not rescinded or annulled, within a period of 30 days after
     there shall have been given, by registered or certified mail, to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 25% in principal amount of the Outstanding Securities a written
     notice specifying such default and requiring the Company to cause such
     Indebtedness to be discharged or such acceleration to be rescinded or
     annulled and stating that such notice is a "Notice of Default" hereunder;
     or

          (6) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Issuer or the Company in an
     involuntary case or proceeding under any applicable bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Issuer or the Company a bankrupt or insolvent, or approving as properly
     filed a petition seeking reorganization, arrangement, adjustment or
     composition of or in respect of the Issuer or the Company under any
     applicable law, or appointing a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Issuer or the
     Company or of any substantial part of the property of the Issuer or the
     Company, or ordering the winding up or liquidation of the Company's or the
     Issuer's affairs, and the continuance of any such decree or order for
     relief or any such other decree or order unstayed and in effect for a
     period of 60 consecutive days; or

          (7) the commencement by the Company of a voluntary case or proceeding
     under any applicable bankruptcy, insolvency, reorganization or other
     similar law or of any other case or proceeding to be adjudicated a bankrupt
     or insolvent, or the consent by the Issuer or the Company to the entry of a
     decree or order for relief in respect of the Issuer or the Company in an
     involuntary case or proceeding under any applicable bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by
     the Issuer or the Company of a petition or answer or consent seeking
     reorganization or similar relief under any applicable law, or the consent
     by the Issuer or the Company to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     of any substantial part of the property of the Issuer or the Company, or
     the making by the Issuer or the Company of an assignment for the benefit of
     creditors, or the admission by the Issuer or the Company in writing of its
     inability to pay its debts generally as they become due, or the taking of
     corporate action by the Issuer or the Company in furtherance of any such
     action; or

          (8) the Issuer's or the Company's stopping payment of, or being unable
     to, or admitting an inability to, pay, its debts (or any class of its
     debts) as they fall due, or being deemed unable to pay its debts, or being
     adjudicated or found bankrupt or insolvent or



                                       32
<PAGE>

     entering into any composition or other similar arrangements with its
     creditors under any applicable bankruptcy, insolvency, reorganization or
     other similar law; or

          (9) an administrative or other receiver, manager, administrator or
     other similar official being appointed in relation to the Issuer or the
     Company or, as the case may be, in relation to the whole or a substantial
     part of the undertaking or assets of it, or an encumbrancer taking
     possession of the whole or a substantial part of the undertaking or assets
     of it, or a distress, execution, attachment, sequestration or other process
     being levied, enforced upon, sued out or put in force against the whole or
     a substantial part of the undertaking or assets of it and in any case
     (other than the appointment of an administrator) not being discharged,
     removed or stayed within 90 days.

SECTION Five.2.        Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
5.1(6), 5.1(7)) 5.1(8) or 5.1(9) occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Issuer and the Company
(and to the Trustee if given by the Holders), and upon any such declaration such
principal and all accrued interest thereon shall become immediately due and
payable. If an Event of Default specified in Section 5.1(6), 5.1(7), 5.1(8) or
5.1(9) occurs, the principal of, and accrued interest on, all the Securities
shall ipso facto become immediately due and payable without any declaration or
other Act of the Holder or any act on the part of the Trustee.

     At any time after such declaration of acceleration has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article Five provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Issuer, the Company and the Trustee, may rescind and annul such declaration and
its consequences if:

          (1) the Issuer has paid or deposited with the Trustee a sum sufficient
     to pay, without duplication:

               (A) all overdue interest on all Securities;

               (B) the principal of and premium, if any, on any Securities which
          have become due otherwise than by such declaration of acceleration and
          any interest thereon at the rate borne by the Securities;

               (C) to the extent permitted by applicable law, interest upon
          overdue interest at a rate of 2.00% per annum; and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents



                                       33
<PAGE>

     and its counsel, except to the extent such amounts would not be required to
     be paid pursuant to Section 6.7;

     and

          (2) all Events of Default, other than the nonpayment of the principal
     of, and any premium and interest on, Securities which have become due
     solely by such declaration of acceleration, have been cured or waived as
     provided in Section 5.13.

     No rescission or annulment referred to above shall affect any subsequent
default or impair any right consequent thereon.

SECTION Five.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Issuer covenants that if:

          (1) default is made in the payment of any interest on any Security
     when it becomes due and payable and such default continues for a period of
     30 days; or

          (2) default is made in the payment of the principal of or premium, if
     any, on any Security at the Maturity thereof;

then the Issuer will upon demand of the Trustee pay to it, for the benefit of
the Holders of such Securities the whole amount then due and payable on such
Securities for principal and interest and interest on any overdue principal and
premium, if any, and, to the extent permitted by applicable law, on any overdue
interest, at a rate of 2.00% per annum, and in addition thereto, such further
amount as shall be sufficient to cover the reasonable costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel.

     If the Issuer fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Issuer or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Issuer or any other obligor upon the Securities, wherever
situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities by such appropriate judicial proceedings as the Trustee
shall deem necessary to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION Five.4.        Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the



                                       34
<PAGE>

Issuer, the Company or any other obligor upon the Securities or the property of
the Issuer, the Company or such other obligor or the creditors of either, the
Trustee (irrespective of whether the principal of, and any interest on, the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Issuer or the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (1) to file and prove a claim for the whole amount of principal,
     premium, if any, and interest owing and unpaid in respect of the Securities
     and take such other actions, including participating as a member, voting or
     otherwise, of any official committee of creditors appointed in such matter,
     and to file such other papers or documents, in each of the foregoing cases,
     as may be necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and its counsel) and
     of the Holders of Securities allowed in such judicial proceeding; and

          (2) to collect and receive any moneys or other property payable or
     deliverable on any such claim and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders of Securities to pay to the Trustee any amount due to it.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding;
provided, however, that the Trustee may, on behalf of such Holders, vote for the
election of a trustee in bankruptcy or similar official.

SECTION Five.5. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, be for the ratable benefit
of the Holders of the Securities in respect of which judgment has been
recovered.

SECTION Five.6. Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article Five shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, premium, if
any, or interest, upon presentation of the



                                       35
<PAGE>

Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     6.7;

          SECOND: To the payment of the amounts then due and unpaid for
     principal of, premium, if any, or interest on, the Securities in respect of
     which or for the benefit of which such money has been collected, ratably,
     without preference or priority of any kind, according to the amounts due
     and payable on such Securities for principal, premium, if any, and
     interest, respectively; and

          THIRD: Any remaining amounts shall be repaid to the Issuer.

SECTION Five.7.        Limitation on Suits.

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity satisfactory to it against the costs, expenses and liabilities to
     be incurred in compliance with such request; and

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION Five.8. Unconditional Right of Holders to Receive Principal, Premium and
                Interest and to Convert.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and (subject to Section 3.9) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date, Change of Control Redemption
Date or Holder Option Redemption Date, as the case may be), and to



                                       36
<PAGE>

convert such Security in accordance with Article Eleven, and to institute suit
for the enforcement of any such payment and right to convert, and such rights
shall not be impaired without the consent of such Holder.

SECTION Five.9.        Restoration of Rights and Remedies.

     If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Issuer, the Company, the Trustee and the
Holders of Securities shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee
and such Holders shall continue as though no such proceeding had been
instituted.

SECTION Five.10.       Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.8, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION Five.11.       Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
acquiescence therein. Every right and remedy given by this Article Five or by
law to the Trustee or to the Holders of Securities may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or (subject to the
limitations contained in this Indenture) by the Holders of Securities as the
case may be.

SECTION Five.12.       Control by Holders of Securities.

     The Holders of a majority in principal amount of the Outstanding Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that:

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture; and

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.



                                       37
<PAGE>

SECTION Five.13.       Waiver of Past Defaults.

     The Holders, either (a) through the written consent of not less than a
majority in principal amount of the Outstanding Securities; or (b) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of at least a majority in principal
amount of the Outstanding Securities represented at such meeting, may on behalf
of the Holders of all the Securities waive any past default hereunder and its
consequences, except a default (1) in the payment of the principal of or
interest on any Security; or (2) in respect of a covenant or provision hereof
which under Article Eight cannot be modified or amended without the consent of
the Holder of each Outstanding Security affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION Five.14.       Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall not apply to any suit instituted by
the Issuer or the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder of any Security for the enforcement of the payment of
the principal of or interest on any Security on or after the respective Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date, Change of Control Redemption Date or Holder
Option Redemption Date, as the case may be), or for the enforcement of the right
to convert any Security in accordance with Article Eleven.

SECTION Five.15.       Waiver of Stay, Usury or Extension Laws.

     The Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, usury or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede by reason of such law the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.



                                       38
<PAGE>

                                   Article Six

                                   THE TRUSTEE

SECTION Six.1.         Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default:

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     substantially conform to the requirements of this Indenture, but not to
     verify the contents thereof.

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

          (1) this paragraph (c) shall not be construed to limit the effect of
     paragraph (a) of this Section;

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture; and

          (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable



                                       39
<PAGE>

     grounds for believing that repayment of such funds or adequate indemnity
     against such risk or liability is not reasonably assured to it.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION Six.2.         Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder as to which a
Responsible Officer of the Trustee has actually received written notice, the
Trustee shall give to all Holders of Securities, in the manner provided in
Section 1.6, notice of such default, unless such default shall have been cured
or waived; provided, however, that, except in the case of a default in the
payment of the principal of or interest on any Security the Trustee shall be
protected in withholding such notice if and so long as the Trustee in good faith
determines that the withholding of such notice is in the interest of the
Holders; and provided, further, that in the case of any default of the character
specified in Section 5.1(4), no such notice to Holders of Securities shall be
given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default.

SECTION Six.3.         Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

          (1) the Trustee may conclusively rely and shall be fully protected in
     acting or refraining from acting upon any resolution, Officers'
     Certificate, other certificate, statement, instrument, opinion, report,
     notice, request, direction, consent, order, bond, debenture, note, coupon,
     other evidence of indebtedness or other paper or document (whether in its
     original or facsimile form) believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (2) any request or direction of the Issuer mentioned herein shall be
     sufficiently evidenced by an Issuer Request or Issuer Order;

          (3) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors shall be sufficiently evidenced by a
     Board Resolution;

          (4) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

          (5) the Trustee may consult with counsel of its selection and the
     advice of such counsel or any Opinion of Counsel shall be full and complete
     authorization and



                                       40
<PAGE>

     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

          (6) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders of Securities pursuant to this Indenture, unless such
     Holders shall have offered to the Trustee reasonable security or indemnity
     satisfactory to it against the costs, expenses and liabilities which might
     be incurred by it in compliance with such request or direction;

          (7) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon, other evidence of indebtedness or other
     paper or document, but the Trustee may make such further inquiry or
     investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine, during business hours and upon reasonable
     notice, the books, records and premises of the Issuer and the Company,
     personally or by agent or attorney at the sole cost of the Company and
     shall incur no liability or additional liability of any kind by reason of
     such inquiry or investigation;

          (8) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder;

          (9) the rights, privileges, protections and indemnities given to the
     Trustee, are extended to and shall be enforceable by the Trustee in each of
     its capacities hereunder;

          (10) the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the Trustee at the Corporate Trust Office of
     the Trustee, and such notice references the Securities and this Indenture;
     and

          (11) the Trustee may request that the Company deliver an Officers'
     Certificate setting forth the names of individuals and/or titles of
     officers authorized at such time to take specified actions pursuant to this
     Indenture, which Officers' Certificate may be signed by any person
     authorized to sign an Officers' Certificate, including any person specified
     as so authorized in any such certificate previously delivered and not
     superseded.

SECTION Six.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities (except the Trustee's
certificates of authentication) shall be taken as the statements of the Issuer
and the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture, of the Securities, of the



                                       41
<PAGE>

Preference Shares issuable upon the conversion of the Securities, or of the
Ordinary Shares or ADSs issuable upon the exchange of the Preference Shares. The
Trustee shall not be accountable for the use or application by the Issuer of
Securities or the proceeds thereof.

SECTION Six.5. May Hold Securities, Act as Trustee Under Other Indentures.

     The Trustee, any Authenticating Agent, any Paying Agent, any Conversion
Agent or any other agent of the Issuer, the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Issuer with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Conversion Agent or such
other agent.

     The Trustee may become and act as trustee under other indentures under
which other securities, or certificates of interest or participation in other
securities, of the Issuer or the Company are outstanding in the same manner as
if it were not Trustee hereunder.

SECTION Six.6.         Money Held in Trust.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Issuer.

SECTION Six.7.         Compensation and Reimbursement.

     The Issuer, and failing which the Company, agrees:

          (1) to pay to the Trustee from time to time such compensation as the
     Issuer and the Trustee shall from time to time agree in writing for all
     services rendered by it hereunder (which compensation shall not be limited
     by any provision of law in regard to the compensation of a trustee of an
     express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its own negligence or
     willful misconduct; and

          (3) to fully indemnify the Trustee (and its directors, officers,
     employees and agents) for, and to hold it harmless against, any and all
     loss, damage, claim, liability or expense, including taxes (other than
     taxes based on the income of the Trustee) and reasonable legal fees and
     expenses, incurred without negligence or bad faith on its part, arising out
     of or in connection with the acceptance or administration of this trust,
     including the reasonable costs, expenses and reasonable attorneys' fees of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.



                                       42
<PAGE>

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses
(including the reasonable charges of its counsel) and the compensation for the
services are intended to constitute expenses of the administration under any
applicable bankruptcy, insolvency, reorganization or other similar law.

     The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 6.7, except with respect to funds held in trust
for the benefit of the Holders of particular Securities.

     The provisions of this Section shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.

SECTION Six.8.         Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, having a
combined capital and surplus (or for such purposes, the combined capital and
surplus of any parent holding company) of at least U.S.$50,000,000, subject to
supervision or examination by U.S. federal or State authority, in good standing
and having an office or agent in the Borough of Manhattan, The City of New York.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article and a successor shall be appointed pursuant to Section 6.9.

SECTION Six.9.         Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

     (b) The Trustee may resign at any time by giving written notice thereof to
the Issuer and the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.10 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may, at the expense of the Issuer, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee, the Issuer and the Company. If the instrument of acceptance by a
successor Trustee required by Section 6.10 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of removal,



                                       43
<PAGE>

the removed Trustee may, at the expense of the Issuer, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

     (d) If at any time:

          (1) the Trustee shall cease to be eligible under Section 6.8 and shall
     fail to resign after written request therefor by the Issuer or by any
     Holder of a Security who has been a bona fide Holder of a Security for at
     least six months; or

          (2) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;

then, in any such case (i) the Issuer by a Board Resolution may remove the
Trustee; or (ii) subject to Section 5.14, any Holder of a Security who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Issuer,
by a Board Resolution, shall promptly appoint a successor Trustee and shall
comply with the applicable requirements of this Section and Section 6.10. If,
within one year after such resignation, removal or incapability, or occurrence
of such vacancy, a successor Trustee shall be appointed by Act of the Holders of
a majority in principal amount of the Outstanding Securities delivered to the
Issuer, the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.10, become the successor Trustee and
supersede the successor Trustee appointed by the Issuer. If no successor Trustee
shall have been so appointed by the Issuer or the Holders of Securities and
accepted appointment in the manner required by this Section and Section 6.10,
any Holder of a Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     (f) The Issuer shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION Six.10.        Acceptance of Appointment by Successor.

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Issuer, the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become



                                       44
<PAGE>

effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Issuer or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be eligible under this Article.

SECTION Six.11. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided such corporation shall be otherwise eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION Six.12.        Authenticating Agents.

     The Trustee may, with the consent of the Issuer, appoint an Authenticating
Agent or Agents acceptable to the Issuer with respect to the Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities
issued upon exchange or substitution pursuant to this Indenture.

     Securities authenticated by an Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder, and every reference in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be subject to acceptance
by the Issuer and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent and subject to supervision or examination by government or other fiscal
authority. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.12, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 6.12.



                                       45
<PAGE>

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent; provided such corporation shall be otherwise eligible
under this Section 6.12, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Issuer. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Issuer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the Trustee may appoint a successor
Authenticating Agent which shall be subject to acceptance by the Issuer. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.12.

     The Issuer agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.12.

     If an Authenticating Agent is appointed with respect to the Securities
pursuant to this Section 6.12, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee's certification of authentication, an
alternative certificate of authentication in the following form:

     This is one of the Securities referred to in the within-mentioned
Indenture.

                                 ---------------------------------------,
                                 as Trustee
                                 By Authenticating Agent,
                                       as Authenticating Agent


                             By
                                 ----------------------------------------
                                            Authorized Signatory


SECTION Six.13.        Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.


                                       46
<PAGE>


SECTION Six.14.        Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or become a creditor of the Issuer or the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Issuer, the Company (or any such other obligor), as the case may be.




                                  Article Seven

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION Seven.1.       Company May Consolidate, Etc., Only on Certain Terms.

     The Company shall not consolidate with or merge into any other Person or
convey, transfer, sell or lease all its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged, or the Person which acquires by
     conveyance, transfer or sale, or which leases the properties and assets of
     the Company substantially as an entirety, shall be a corporation, limited
     liability company, partnership or trust, shall be organized and validly
     existing under the laws of England and Wales, any other member state of the
     European Union, Switzerland or the United States of America, any State
     thereof or the District of Columbia and if such Person if not the Company
     shall expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the
     performance or observance of every covenant of this Indenture on the part
     of the Company to be performed or observed and shall have provided for
     conversion and exchange rights in accordance with Article Eleven;

          (2) immediately after giving effect to such transaction, no Event of
     Default, and no event that after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer, sale or lease and, if a supplemental indenture is
     required in connection with such transaction, such supplemental indenture
     comply with this Article and that all conditions precedent herein provided
     for relating to such transaction have been complied with, together with any
     documents required under Section 8.3.



                                       47
<PAGE>

SECTION Seven.2.       Successor Substituted.

     Upon any consolidation of the Company with, or merger of the Company into
any other Person or any conveyance, transfer or lease of all or substantially
all the properties and assets of the Company in accordance with Section 7.1, the
successor Person formed by such consolidation or into or with which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                  Article Eight

                             SUPPLEMENTAL INDENTURES

SECTION Eight.1. Supplemental Indentures Without Consent of Holders of
                 Securities.

     Without the consent of any Holders of Securities, the Issuer, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto for any
of the following purposes:

          (1) to evidence the succession of another Person to the Issuer or the
     Company and the assumption by any such successor of the covenants and
     obligations of the Company herein and in the Securities as permitted by
     this Indenture; or

          (2) to add to the covenants of the Issuer or the Company for the
     benefit of the Holders of Securities or to surrender any right or power
     herein conferred upon the Issuer or the Company; or

          (3) to secure the Securities; or

          (4) to comply with the requirements of the Trust Indenture Act or the
     rules and regulations of the Commission thereunder in order to effect or
     maintain the qualification of this Indenture under the Trust Indenture Act,
     as contemplated by this Indenture or otherwise; or

          (5) to comply with the requirements of the Securities Act, the
     Exchange Act or the Investment Company Act or the rules and regulation of
     the Commission under any such Acts; or

          (6) if application is made for the Securities to be admitted to the
     Official List of the United Kingdom Listing Authority and to trading on the
     London Stock Exchange, to comply with the listing rules of the United
     Kingdom Listing Authority; and if application is made for the Securities to
     be listed on the Luxembourg Stock Exchange, to comply with the relevant
     requirements of the Luxembourg Stock Exchange; or



                                       48
<PAGE>

          (7) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee; or

          (8) to cure any ambiguity, omission or defect or to correct or
     supplement any provision herein which may be inconsistent with any other
     provision herein or which is otherwise defective, or to make any other
     provisions with respect to matters or questions arising under this
     Indenture as the Issuer, the Company and the Trustee may deem necessary or
     desirable; provided such action pursuant to this clause (7) shall not, in
     the judgment of the Issuer and the Company, adversely affect the interests
     of the Holders of Securities in any material respect; or

          (9) to modify, alter, amend or supplement the Indenture in any other
     manner that is not adverse to any Holder of Securities.

     Upon Issuer Request and Company Request, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and subject to and
upon receipt by the Trustee of the documents described in Section 8.3 hereof,
the Trustee shall join with the Issuer and the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations which may be
therein contained.

SECTION Eight.2. Supplemental Indentures with Consent of Holders of Securities.

     With either (a) the written consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities, by the Act of said
Holders delivered to the Issuer, the Company and the Trustee; or (b) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of a majority in principal amount
of the Outstanding Securities represented at such meeting, the Issuer, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent or affirmative vote of the Holder of each
Outstanding Security affected thereby:

          (1) change the Stated Maturity of the principal of, or any installment
     of interest on, any Security, or reduce the principal amount or the rate of
     interest payable thereon or any amount payable upon redemption pursuant to
     Article Ten, Article Twelve or Article Thirteen hereof in a manner adverse
     to the Holders, or change the place at which or the coin or currency in
     which any Security or the interest or any premium thereon or any other
     amount in respect thereof is payable, or impair the right to institute suit
     for the enforcement of any payment in respect of any Security on or after
     the Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date Change of Control Redemption Date or Holder Option
     Redemption Date, as the case may be) or adversely affect the right to
     convert any Security as provided in Article Eleven; or



                                       49
<PAGE>

          (2) reduce the percentage in principal amount of the Outstanding
     Securities the consent of whose Holders is required for any such
     supplemental indenture or the consent of whose Holders is required for any
     waiver (of compliance with certain provisions of this Indenture or certain
     defaults hereunder and their consequences) provided for in this Indenture;
     or

          (3) modify any of the provisions of this Section and Section 5.13 or
     9.8, except to increase any percentage contained herein or therein or to
     provide that certain other provisions of this Indenture cannot be modified
     or waived without the consent of the Holder of each Outstanding Security
     affected thereby; or

          (4) modify the provisions of Article Twelve or Article Thirteen in a
     manner adverse to the Holders.

     It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION Eight.3.       Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture, and that such supplemental
indenture has been duly authorized, executed and delivered by the Issuer and the
Company and constitutes a valid and legally binding obligation of the Issuer and
the Company enforceable against the Issuer and the Company in accordance with
its terms. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION Eight.4.       Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
appertaining thereto shall be bound thereby.

SECTION Eight.5.       Reference in Securities to Supplemental Indentures.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer shall so determine,
new Securities so modified as to conform, in the opinion of the Issuer and the
Trustee, to any such supplemental indenture may be prepared and executed by the
Issuer and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.



                                       50
<PAGE>

SECTION Eight.6.       Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as in effect at the time
of the execution thereof.

SECTION Eight.7.       Notice of Supplemental Indentures.

     Promptly after the execution by the Issuer, the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 8.2, the Issuer
shall give notice to all Holders of Securities of such fact, setting forth in
general terms the substance of such supplemental indenture, in the manner
provided in Section 1.6. Any failure of the Issuer to give such notice, or any
defect therein, shall not in any way impair or affect the validity of any such
supplemental indenture.

                                  Article Nine

                                    COVENANTS

SECTION Nine.1.        Payment of Principal, Premium and Interest.

     The Issuer covenants and agrees that, subject to Section 1.13, it will duly
and punctually pay the principal of premium, if any, and interest on the
Securities in accordance with the terms of the Securities and this Indenture.
The Issuer will deposit or cause to be deposited with the Trustee, no later than
the opening of business on the date of the Stated Maturity of any Security or no
later than the opening of business on the due date for any principal, premium,
if any, and any installment of interest, all payments so due, which payments
shall be in immediately available funds on the date of such Stated Maturity or
due date, as the case may be. The Issuer hereby covenants and agrees that it
shall make all payments in respect of principal of (and premium, if any, on) and
interest (including interest on amounts in default, if any,) on the Securities
or the payment of any other sums due on the Securities without deduction or
withholding for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied upon or
as a result of such payments by or on behalf of any taxing authority, unless
deduction or withholding of such taxes, duties, assessments or governmental
charges is required by law.

SECTION Nine.2.        Maintenance of Offices or Agencies.

     The Issuer hereby appoints the Corporate Trust Office of the Trustee or
such other office or agency of the Trustee as its agent in the Borough of
Manhattan, The City of New York, where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange, where Securities may be surrendered for conversion, and
where notices and demands to or upon the Issuer and the Company in respect of
the Securities and this Indenture may be served. The Trustee shall upon receipt
forward any such notices and demands to the Company and the Issuer at the
address specified in Section 1.5(2).



                                       51
<PAGE>

     The Issuer may at any time and from time to time vary or terminate the
appointment of any such agent or appoint any additional agents for any or all of
such purposes; provided, however, that until all of the Securities have been
delivered to the Trustee for cancellation, or moneys sufficient to pay the
principal of, premium, if any, and interest on the Securities have been made
available for payment and either paid or returned to the Issuer pursuant to the
provisions of Section 9.3, the Issuer will maintain in the State of New York,
The City of New York, an office or agency where Securities may be presented or
surrendered for payment and conversion, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuer and the Company in respect of the Securities and this Indenture may
be served. The Issuer will give prompt written notice to the Trustee, and notice
to the Holders in accordance with Section 1.6, of the appointment or termination
of any such agents and of the location and any change in the location of any
such office or agency.

     If at any time the Issuer shall fail to maintain any such required office
or agency, or shall fail to furnish the Trustee with the address thereof,
presentations and surrenders may be made and notices and demands may be served
on the Corporate Trust Office of the Trustee.

SECTION Nine.3.        Money for Security Payments To Be Held in Trust.

     If the Issuer shall act as its own Paying Agent, it will, on or before each
due date of the principal of or interest on any of the Securities, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and the Issuer will
promptly notify the Trustee of its action or failure so to act.

     Whenever the Issuer shall have one or more Paying Agents, it will, no later
than the opening of business on each due date of the principal of, premium, if
any, or interest on any Securities, deposit with the Trustee a sum sufficient to
pay the principal or interest so becoming due, such sum to be held for the
benefit of the Persons entitled to such principal, premium, if any, or interest,
and (unless such Paying Agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure so to act.

     The Issuer will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:

          (1) hold all sums held by it for the payment of the principal of,
     premium, if any, or interest on Securities for the benefit of the Persons
     entitled thereto until such sums shall be paid to such Persons or otherwise
     disposed of as herein provided;

          (2) give the Trustee notice of any default by the Issuer (or any other
     obligor upon the Securities) in the making of any payment of principal or
     interest; and



                                       52
<PAGE>

          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held by such Paying Agent.

     The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Issuer
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Issuer or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Issuer or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

     Anything contained herein to the contrary notwithstanding, any money held
by the Trustee or any Paying Agent in trust for the payment and discharge of the
principal of or interest on any Security which remains unclaimed for two years
after the date when each payment of such principal, premium or interest has
become payable shall be repaid within 60 days of such date by the Trustee to the
Issuer as its absolute property free from trust, and the Trustee shall thereupon
be released and discharged with respect thereto and the Holders shall look only
to the Issuer for the payment of the principal or interest on such Security. The
Trustee shall not be liable to the Issuer, the Company or any Holder for
interest on funds held by it for the payment and discharge of the principal,
premium or interest on any of the Securities to any Holder. The Issuer shall not
be liable for any interest on the sums paid to it pursuant to this paragraph and
shall not be regarded as a trustee of such money.

SECTION Nine.4.        Existence.

     Subject to Article Seven, the Issuer and the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Issuer and the Company shall not be required to preserve any such right
or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer or
the Company, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION Nine.5.        Registration and Listing.

     Within a reasonable time after the issuance of the Global Securities, the
Issuer and the Company (i) will effect all registrations with, and obtain all
approvals by, all governmental authorities that may be necessary under any
applicable law (including the Securities Act, the Exchange Act and state
securities and Blue Sky laws) before the Ordinary Shares or ADSs issuable upon
any exchange of the Preference Shares may be lawfully issued and certification
in respect thereof delivered, and qualified or listed as contemplated by clause
(ii); and (ii) will cause the Ordinary Shares that may be issued and
certification in respect thereof delivered upon any exchange of the Preference
Shares, prior to such issuance and delivery, to be admitted to the official list
of the United Kingdom Listing Authority and admitted to trading on the London
Stock Exchange or, if the Ordinary Shares are not then admitted to trading on
the London Stock Exchange, will list the Ordinary Shares or qualify the Ordinary
Shares for quotation on each



                                       53
<PAGE>

securities exchange or quotation system on which outstanding Ordinary Shares are
listed or quoted at the time of such issue and delivery.

SECTION Nine.6.        Further Undertakings of the Company

     The Company covenants and agrees that it will, at all times while
Securities are outstanding, save with either (a) the written consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities, by Act of said Holders delivered to the Issuer, the Company and the
Trustee; (b) the adoption of a resolution, at a meeting of Holders of the
Outstanding Securities at which a quorum is present, by the Holders of a
majority in principal amount of the Outstanding Securities represented at such
meeting: or (c) the consent of the Trustee where, in the opinion of the Trustee,
it is not materially prejudicial to the interests of the Holders of the
Securities to give such approval:

          (a) at all times keep available for issue free from pre-emptive rights
     out of its authorized but unissued capital such number of Ordinary Shares
     as would enable the obligation of the Issuer to procure that Preference
     Shares issued upon conversion of the Securities be exchanged for Ordinary
     Shares in accordance with the Articles of Association to be satisfied in
     full;

          (b) not in any way 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 favorable than
     such rights except that nothing in this clause (b) shall prevent (i) the
     issue of equity share capital to employees (including executive officers)
     or directors of the Company or any of its Subsidiaries or associated
     undertakings pursuant to any employees' or directors' share plan or option
     plan; (ii) any consolidation or subdivision of the Ordinary Shares; (iii)
     any modification of such rights which is not materially prejudicial to the
     interests of the Holders of the Securities; (iv) any alteration to the
     articles of association of the Company made in connection with any matters
     referred to in this clause (b) or supplemental or incidental thereto; or
     (v) any issue of Ordinary Shares in connection with and upon (1) exchange
     of the exchangeable shares of Shire Acquisition Inc. or the remaining
     outstanding shares of Roberts Pharmaceutical Corporation or (2) the
     conversion of the unsecured convertible zero coupon loan note due to Arenol
     Corporation; or (vi) any issue of equity share capital where the issue of
     such equity share capital results (or would, but for the fact that the
     adjustment would be less than one percent of the Exchange Ratio or that the
     relevant issue were at less than 95% of the current market price per
     Ordinary Share on the relevant Trading Day, result) in an adjustment to the
     Exchange Ratio; and

          (c) not reduce its issued share capital, share premium account or
     capital redemption reserve or any uncalled liability in respect thereof
     except (i) pursuant to the terms of issue of the relevant share capital;
     (ii) by means of a purchase or redemption; (iii) as permitted by Section
     130(2) of the Companies Act 1985; (iv) where the reduction does not involve
     any distribution of assets; (v) where the reduction results in (or would,
     but for the fact that the adjustment would be less than one percent of the


                                       54
<PAGE>

     Exchange Ratio then in effect, result in) an adjustment to the Exchange
     Ratio; or (vi) solely in relation to a change in the currency in which the
     nominal value of the Ordinary Shares is expressed.

SECTION Nine.7.        Statement by Officers as to Default.

     The Issuer and the Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers' Certificate (one of the signers of which shall be the Company's
principal executive, principal financial or principal accounting officer),
stating whether or not to the best knowledge of the signers thereof the Issuer
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Issuer shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

     The Issuer will deliver to the Trustee, forthwith upon becoming aware of
any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or any Event of Default, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Issuer has taken, is taking or proposes to take
with respect thereto.

     Any notice required to be given under this Section 9.7 shall be delivered
to the Trustee at its Corporate Trust Office.

SECTION Nine.8.        Waiver of Certain Covenants.

     The Issuer and the Company may omit in any particular instance to comply
with any covenant or conditions set forth in any covenant provided pursuant to
Section 8.1(2) for the benefit of the Holders or in Section 9.4 or Section 9.5
(other than a covenant or condition which under Article Eight cannot be modified
or amended without the consent of the Holder of each Outstanding Security
affected), if before the time for such compliance the Holders shall, through the
written consent of not less than a majority in principal amount of the
Outstanding Securities, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Issuer and the Company and the duties of the Trustee or any Paying or
Conversion Agent in respect of any such covenant or condition shall remain in
full force and effect.

                                   Article Ten

              REDEMPTION OF SECURITIES AT THE OPTION OF THE ISSUER

SECTION Ten.1.         Right of Redemption at the Option of the Issuer.

     The Securities may be redeemed at the option of the Issuer in accordance
with the provisions of the form of Securities set forth in Exhibit A and Exhibit
B.



                                       55
<PAGE>

SECTION Ten.2.         Applicability of Article.

     Redemption of Securities at the election of the Issuer or otherwise, as
permitted or required by any provision of the Securities or this Indenture,
shall be made in accordance with such provision and this Article Ten.

SECTION Ten.3.         Election to Redeem; Notice to Trustee.

     The election of the Issuer to redeem any Securities shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Issuer of any
of the Securities, the Issuer shall, at least 45 days prior to the Redemption
Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date. If the
Securities are to be redeemed pursuant to an election of the Issuer which is
subject to a condition specified in the form of Securities set forth in Exhibit
A or Exhibit B, the Issuer shall furnish the Trustee with an Officers'
Certificate stating that the Issuer is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to the
right of the Issuer so to redeem have occurred.

SECTION Ten.4.         Selection by Trustee of Securities To Be Redeemed.

     If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee within three Business
Days after it receives the notice described in Section 10.3, from the
Outstanding Securities not previously called for redemption, by such method as
the Trustee may deem fair and appropriate.

     If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption. Securities which have been
converted during a selection of Securities to be redeemed may be treated by the
Trustee as Outstanding for the purpose of such selection.

     The Trustee shall promptly notify the Issuer and each Security Registrar in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount and certificate
numbers thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION Ten.5.         Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 1.6
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date, and such notice shall be irrevocable.



                                       56
<PAGE>

     All notices of redemption shall identify the Securities to be redeemed
(including CUSIP, CINS, ISIN and/or Common Code numbers) and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price, and accrued interest, if any;

          (3) if fewer than all Outstanding Securities are to be redeemed, the
     aggregate principal amount of Securities to be redeemed;

          (4) that on the Redemption Date the Redemption Price, and accrued
     interest, if any, will become due and payable upon each such Security to be
     redeemed, and that interest thereon shall cease to accrue on and after said
     date;

          (5) the date on which the right to convert the Securities to be
     redeemed will terminate and the places where such Securities may be
     surrendered for conversion; and

          (6) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price and accrued interest, if any.

     Notice of redemption of Securities to be redeemed at the election of the
Issuer shall be given by the Issuer or, on Issuer Request delivered at least 15
days prior to the date on which such notice is to be given (unless a shorter
period shall be acceptable to the Trustee), by the Trustee in the name of and at
the expense of the Issuer. Notice of redemption of Securities to be redeemed at
the election of the Issuer received by the Trustee shall be given by the Trustee
to each Paying Agent in the name of and at the expense of the Issuer.

SECTION Ten.6.         Deposit of Redemption Price.

     Not less than one Business Day prior to any Redemption Date, the Issuer
shall deposit with the Trustee (or, if the Issuer is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 9.3) an amount of
money (which shall be in immediately available funds on such Redemption Date)
sufficient to pay the Redemption Price of all the Securities which are to be
redeemed on that date other than any Securities called for redemption on that
date which have been converted prior to the date of such deposit.

     If any Security called for redemption is converted, any money deposited
with the Trustee or so segregated and held in trust for the redemption of such
Security shall (subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in Section 3.9) be paid to
the Issuer on Issuer Request or, if then held by the Issuer, shall be discharged
from such trust.

SECTION Ten.7.         Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Issuer shall default in the payment of



                                       57
<PAGE>

the Redemption Price) such Securities shall cease to bear interest. Upon
surrender of any Security for redemption in accordance with said notice such
Security shall be paid by the Issuer at the Redemption Price; provided, however,
that installments of interest on Securities whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such on the relevant Record
Date according to their terms and the provisions of Section 3.9.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal amount of, premium, if any, and, to the
extent permitted by applicable law, accrued interest on such Security shall,
until paid, bear interest from the Redemption Date at a rate of 2.00% per annum
and such Security shall remain convertible until the principal of such Security
(or portion thereof, as the case may be) shall have been paid or duly provided
for.

SECTION Ten.8.         Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
an office or agency of the Issuer designated for that purpose pursuant to
Section 9.2 (with, if the Issuer or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Issuer and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Issuer shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.

SECTION Ten.9.         Conversion Arrangement on Call for Redemption.

     In connection with any redemption of the Securities, the Issuer may arrange
for the purchase and conversion of any Securities by an agreement with one or
more investment bankers or other purchasers (the "Purchasers") to purchase such
Securities by paying to the Trustee in trust for the Holders, on or before the
Redemption Date, an amount not less than the applicable Redemption Price,
together with interest accrued and unpaid to the Redemption Date, of such
Securities. Notwithstanding anything to the contrary contained in this Article
Ten, the obligation of the Issuer to pay the Redemption Price, together with
interest accrued and unpaid to the Redemption Date, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
Purchasers. If such an agreement is entered into (a copy of which shall be filed
with the Trustee prior to the close of business on the second Business Day
immediately prior to the Redemption Date), any Securities called for redemption
that are not duly surrendered for conversion by the Holders thereof may, at the
option of the Issuer, be deemed, to the fullest extent permitted by law, and
consistent with any agreement or agreements with such Purchasers, to be acquired
by such Purchasers from such Holders and (notwithstanding anything to the
contrary contained in this Article Ten) surrendered by such Purchasers for
conversion, all as of immediately prior to the close of business on the
Redemption Date (and the right to convert any such Securities shall be extended
through such time), subject to payment of the above amount as



                                       58
<PAGE>

aforesaid. At the direction of the Issuer, the Trustee shall hold and dispose of
any such amount paid to it by the Purchasers to the Holders in the same manner
as it would monies deposited with it by the Issuer for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Issuer and such Purchasers for the purchase and conversion of any Securities
shall increase or otherwise affect any of the powers, duties, responsibilities
or obligations of the Trustee as set forth in this Indenture, and the Issuer
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Securities between the Issuer and such
Purchasers, including the costs and expenses, including reasonable legal fees,
incurred by the Trustee in the defense of any claim or liability arising out of
or in connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.

                                 Article Eleven

                            CONVERSION OF SECURITIES

SECTION Eleven.1.      Conversion Privilege and Conversion Rate.

     Subject to and upon compliance with the provisions of this Article, at the
option of the Holder thereof, any Security or any portion of the principal
amount thereof that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be
converted into fully paid and nonassessable Preference Shares at the conversion
price of one Preference Share per U.S.$1,000 principal amount of Securities.
Such conversion right shall commence upon the date of the original issuance of
the Securities and expire at the close of business on August 14, 2011, subject,
in the case of conversion of any Global Security, to any Applicable Procedures.
In case a Security or portion thereof is called for redemption at the election
of the Issuer or the Holder thereof exercises his right to require the Issuer to
redeem the Security, such conversion right in respect of the Security, or
portion thereof so called, shall expire at the close of business on the Business
Day immediately preceding the Redemption Date, Change of Control Redemption Date
or Holder Option Redemption Date, as the case may be, unless the Issuer defaults
in making the payment due upon redemption, as the case may be (in each case
subject as aforesaid to any Applicable Procedures with respect to any Global
Security).

     A Holder of Securities shall not be entitled to any rights of a holder of
Preference Shares until such holder has converted such Security into Preference
Shares, and only to the extent that such Securities are deemed to have been
converted into Preference Shares under this Article Eleven.

SECTION Eleven.2.      Exercise of Conversion Privilege.

     In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender such Security, duly endorsed or assigned to the
Issuer or in blank, at any office or agency of the Issuer maintained for that
purpose pursuant to Section 9.2, accompanied by a duly signed conversion notice
substantially in the form set forth in Exhibit D stating that the Holder elects
to convert such Security or, if less than the entire principal amount



                                       59
<PAGE>

thereof is to be converted, the portion thereof to be converted. Each Security
surrendered for conversion (in whole or in part) during the period from the
close of business on any Regular Record Date next preceding any Interest Payment
Date to the opening of business on such Interest Payment Date shall (except in
the case of any Security or portion thereof which has been called for redemption
on a Redemption Date, or is to be redeemed on a Change of Control Redemption
Date or Holder Option Redemption Date, with the consequence that the conversion
right of such Security would terminate between such Regular Record Date and the
close of business on such Interest Payment Date) be accompanied by payment in
New York Clearing House funds or other funds acceptable to the Issuer of an
amount equal to the interest payable on such Interest Payment Date on the
principal amount of such Security (or part thereof, as the case may be) being
surrendered for conversion. The interest so payable on such Interest Payment
Date with respect to any Security (or portion thereof, if applicable) which is
surrendered for conversion during the period from the close of business on any
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date and which Security has been called for redemption
on a Redemption Date, or is redeemable on a Change of Control Redemption Date or
a Holder Option Redemption Date, with the consequence that the conversion right
of such Security would terminate between such Regular Record Date and the close
of business on such Interest Payment Date, shall be paid to the Holder of such
Security being converted in an amount equal to the interest that would have been
payable on such Security if such Security had been converted as of the close of
business on such Interest Payment Date. The interest so payable on such Interest
Payment Date in respect of any Security (or portion thereof, as the case may be)
which has not been called for redemption on a Redemption Date, or is not
eligible for redemption on a Change of Control Redemption Date or Holder Option
Redemption Date, with the consequence of termination of the conversion right as
aforesaid, which Security (or portion thereof, as the case may be) is
surrendered for conversion during the period from the close of business on any
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date, shall be paid to the Holder of such Security as
of such Regular Record Date. Interest payable in respect of any Security
surrendered for conversion on an Interest Payment Date shall be paid to the
Holder of such Security as of the next preceding Regular Record Date,
notwithstanding the exercise of the right of conversion. Except as provided in
this paragraph and subject to the last paragraph of Section 3.9, no cash payment
or adjustment shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Preference Shares issued upon
conversion. The Issuer's delivery to the Holder of the number of Preference
Shares into which a Security is convertible will be deemed to satisfy the
Issuer's obligation to pay the principal amount of the Security.

     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Preference Shares
issuable upon conversion shall be treated for all purposes as if such Person or
Persons were the record holder or holders of such Preference Shares at such
time.



                                       60
<PAGE>

     In the case of any Security which is converted in part only, upon such
conversion the Issuer shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Issuer, a
new Security or Securities of authorized denominations in an aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security. A Security may be converted in part, but only if the principal amount
of such Security to be converted is any integral multiple of U.S.$1,000 and the
principal amount of such security to remain Outstanding after such conversion is
equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof.

SECTION Eleven.3. Issuer to Reserve Preference Shares; Instructions to Trustee.

     (a) The Issuer shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Preference Shares, for the
purpose of effecting the conversion of Securities, the full number of Preference
Shares then issuable upon the conversion of all Outstanding Securities.

     (b) The Issuer and the Company shall irrevocably instruct the Trustee to
deliver, or cause the delivery of, the requisite number of Ordinary Shares or
ADSs to any Holder issued upon conversion of such Holder's Securities in
accordance with the terms of Section 11.2 and the exchange of such Holder's
resulting Preference Shares for Ordinary Shares or ADSs. Such exchange shall be
effected in accordance with the provisions set forth in Article 9 of the
Articles of Association.

SECTION Eleven.4.      Taxes on Conversions.

     No Holder will in any circumstances be required to pay any U.K. transfer
taxes or duties in respect of the issue of, or delivery of certificates for,
Preference Shares on conversion of such Holder's Securities, the subsequent
transfer of such Preference Shares to the Company or the issue of Ordinary
Shares or ADSs in exchange for such Preference Shares, and the Issuer covenants
and agrees to hold each Holder harmless against any U.K. stamp duty or stamp
duty reserve tax liability such Holder may be required to pay on conversion of
such Holder's Securities, the subsequent transfer of such Preference Shares to
the Company or the issue of Ordinary Shares or ADSs in exchange for such
Preference Shares, provided, however, that the Issuer shall not be required to
pay any tax or duty which may be payable in respect of any transfer involved in
the issue of, or delivery of certificates for, Preference Shares, Ordinary
Shares or ADSs in a name other than that of the Holder of the Security or
Securities to be converted, and no such issue or delivery shall be made unless
and until the Person requesting such issue or delivery has paid to the Issuer
the amount of any such tax or duty, or has established to the satisfaction of
the Issuer that no such tax or duty is payable.

SECTION Eleven.5. Covenant as to Preference Shares; Limitations on Issuance.

     (a) The Issuer agrees that all Preference Shares which may be allotted and
issued upon conversion of Securities, upon such allotment and issue, will be
newly allotted and issued shares and will have been duly authorized and validly
issued and will be fully paid and



                                       61
<PAGE>

nonassessable and, except as provided in Section 11.4, the Issuer will pay all
liens and charges with respect to the issue thereof other than taxes (except as
set forth in Section 11.4).

     (b) Ordinary Shares to be issued upon conversion of the Securities and
exchange of Preference Shares or otherwise under this Indenture, unless they are
to be represented by ADSs issued by the Depositary, shall not be issued to:

     (i)  DTC, Euroclear, Clearstream, the Depositary and Clearing Centre or any
          of their nominees or agents or any other person providing a clearance
          service within Section 96 of the Finance Act 1986 of the United
          Kingdom or any of their nominees or agents; or

     (ii) a person whose business includes issuing depositary receipts within
          Section 93 of the Finance Act 1986 of the United Kingdom, or any
          nominee or agent of such a person,

in each case at any time before the "abolition day" as defined in Section 111(1)
of the Finance Act 1990 of the United Kingdom.

SECTION Eleven.6.      Cancellation of Converted Securities.

     All Securities delivered for conversion shall be delivered to the Trustee
or its agent to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.11.

SECTION Eleven.7.      No Responsibility of Trustee for Conversion Provisions.

     Neither the Trustee, subject to the provisions of Section 6.1, nor any
Conversion Agent shall be accountable with respect to the validity or value (or
the kind or amount) of any Preference Shares which may at any time be issued or
delivered upon the conversion of any Security; and it or they do not make any
representation with respect thereto. Neither the Trustee, subject to the
provisions of Section 6.1, nor any Conversion Agent shall be responsible for any
failure of the Issuer to make or calculate any cash payment or to issue,
transfer or deliver any Preference Shares or cash upon the surrender of any
Security for the purpose of conversion; and the Trustee, subject to the
provisions of Section 6.1, and any Conversion Agent shall not be responsible for
any failure of the Issuer to comply with any of the covenants of the Issuer
contained in this Article.

SECTION Eleven.8. Deemed Conversion and Exchange upon the Liquidation of the
                  Company.

     If, while any Securities are outstanding, an effective resolution is passed
or an order of a court is made on or before the Stated Maturity of the
Securities for the winding-up of the Company, then (unless it is for the purpose
of or in connection with a reconstruction, amalgamation, reorganization or
similar arrangement on terms that have been previously approved by the Trustee
or with the consent of the Holders of not less than a majority in principal
amount of the outstanding Securities) the Company will forthwith give notice to
the Holders that



                                       62
<PAGE>

such a resolution has been passed or such an order has been made and that the
Holder of an outstanding Security shall be entitled (without prejudice to any
rights of the Trustee) at any time within three months after the date of such
notice (but not thereafter) to elect by notice in writing to be treated as if
such Holder had, immediately before the date of passing of such resolution or
the making of such order, as the case may be, exercised such Holder's right to
convert such Holder's Security and shall be entitled to receive, out of the
assets which would otherwise be available in the liquidation to the shareholders
of the Company, an amount equal to the amount which such Holder would have
received had such Holder been the holder of the Ordinary Shares which may have
been issued on exchange of the Preference Shares issuable on conversion of such
Holder's Security, except that no such election shall be made in respect of any
Security on or after the Record Date in respect of the principal due on the
Security. Any such notice the Company gives pursuant to this Section 11.8 shall
state the applicable Exchange Ratio.

                                 Article Twelve

              REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER
                            UPON A CHANGE IN CONTROL

SECTION Twelve.1.      Right to Require Redemption.

     In the event that a Change in Control (as hereinafter defined) shall occur,
then each Holder shall have the right, at the Holder's option, but subject to
the provisions of Section 12.2, to require the Issuer to redeem, and upon the
exercise of such right the Issuer shall redeem, all of such Holder's Securities
not theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$1,000, on the date (the "Change of Control Redemption Date") that is 44
days after the date of the Company Notice (as defined in Section 12.3) at 101%
of the principal amount of the Securities to be redeemed, plus accrued interest
to the Change of Control Redemption Date (the "Change of Control Redemption
Price"); provided, however, that installments of interest on Securities whose
Stated Maturity is on or prior to the Change of Control Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to their
terms and the provisions of Section 3.9. Such right to require the redemption of
the Securities shall not continue after a discharge of the Issuer from its
obligations with respect to the Securities in accordance with Article Four,
unless a Change in Control shall have occurred prior to such discharge. At the
option of the Issuer, the Issuer may elect not to redeem the Securities in
respect of which a Holder has exercised rights pursuant to this Section 12.1 and
instead may elect to convert such Securities, or any portion thereof in integral
multiples of $1,000, into Preference Shares, subject to the fulfillment by the
Issuer and the Company of the conditions set forth in Section 12.2. Such
Preference Shares shall be exchanged for Ordinary Shares (or, at the option of
the Holder requiring redemption, ADSs) at a special exchange ratio (the "Change
of Control Exchange Ratio") equal to 101% of the principal amount of the
Security divided by the market price per Ordinary Share on the London Stock
Exchange valued at 95% of the average of the Ordinary Share VWAP for each of the
five Trading Days immediately following the date the Issuer gives notice
pursuant to Section 12.3(c) of its intention to elect to convert the Securities
in respect of which a Holder has exercised rights



                                       63
<PAGE>

pursuant to this Section 12.1, or any portion thereof, into Preference Shares
rather than redeem such Securities, or the relevant portion thereof, for cash.
Each such price will be converted into Dollars at the U.S.$/U.K.(pound) noon
buying rate prevailing on such date.

     Whenever in this Indenture (including Sections 3.1, 5.1(1) and 5.8, and
Exhibit A and Exhibit B) there is a reference, in any context, to the principal
of any Security as of any time, such reference shall be deemed to include
reference to the Change of Control Redemption Price payable in respect of such
Security to the extent that such Change of Control Redemption Price is, was or
would be so payable at such time, and express mention of the Change of Control
Redemption Price in any provision of this Indenture shall not be construed as
excluding the Change of Control Redemption Price in those provisions of this
Indenture when such express mention is not made; provided, however, that for the
purposes of Article Twelve such reference shall be deemed to include reference
to the Change of Control Redemption Price only to the extent the Change of
Control Redemption Price is payable in cash.

SECTION Twelve.2. Conditions to the Issuer's Election to Convert Securities
                  Elected for Redemption into Preference Shares .

     (a) The Issuer may elect to convert the Securities in respect of which a
Holder has exercised rights pursuant to Section 12.1 into Preference Shares
exchangeable for Ordinary Shares or ADSs (as elected by the Holder) at the
Change of Control Exchange Ratio if and only if the following conditions shall
have been satisfied:

          (i) As to each Holder, the Change of Control Redemption Price shall be
     paid only in cash in the event any Ordinary Shares to be issued upon
     exchange of Preference Shares issued upon conversion hereunder (A) require
     registration under any U.S. federal securities law before such shares may
     be freely transferable without being subject to any transfer restrictions
     under the Securities Act upon exchange and if such registration is not
     completed or does not become effective prior to the Change of Control
     Redemption Date; and/or (B) require registration with or approval of any
     governmental authority under any state law or any other U.S. federal law
     before such shares may be validly issued or delivered upon exchange of the
     Preference Shares and if such registration is not completed or does not
     become effective or such approval is not obtained prior to the Redemption
     Date; provided, however, that, except as otherwise prohibited by this
     Section 12.2, notwithstanding the foregoing, the Issuer may elect to
     convert Securities into Preference Shares exchangeable for Ordinary Shares
     (but not ADSs) if the applicable Holder has certified in the Holder's
     written notice in the form of Exhibit E delivered pursuant to Section
     12.3(b) that the Company Notice was not delivered to such Holder in the
     United States and, at the time of completion of the Holder's written
     notice, such Holder was not in the United States.

          (ii)The Issuer may not elect to convert Securities into Preference
     Shares exchangeable for Ordinary Shares or ADSs pursuant to Section 12.1
     unless (A) such Ordinary Shares or ADSs are, or shall have been, approved
     for listing on the London Stock Exchange or NASDAQ, respectively, or listed
     or quoted on a national securities



                                       64
<PAGE>

     exchange or quotation system, in either case, prior to the Change of
     Control Redemption Date and following the Change in Control, the Ordinary
     Shares or ADSs will continue to be listed for trading on the London Stock
     Exchange or NASDAQ, respectively, or listed or quoted on a national
     securities exchange or quotation system; and (B) at the Change of Control
     Redemption Date, the percentage of the Company's ordinary share capital
     represented by Ordinary Shares (including Ordinary Shares held in the form
     of ADSs) which are not (i) held by the Company or any Subsidiary or
     Affiliate of the Company or (ii) otherwise "restricted securities" within
     the meaning of Rule 144(a)(3) under the Securities Act is not less than
     50%.

          (iii)All Ordinary Shares which may be issued upon conversion of the
     Securities into Preference Shares and exchange of such Preference Shares
     will be issued out of the Company's authorized but unissued Ordinary Shares
     and, will upon issue, be duly and validly issued and fully paid and
     non-assessable and free of any preemptive rights.

     If all of the conditions set forth in this Section 12.2(a) are not
satisfied in accordance with the terms thereof, the Issuer may only redeem the
relevant Securities for cash.

     (b) As to each Holder, ADSs will not be issued upon exchange of the
Preference Shares issued upon conversion of the Securities unless and until
either (a) the Securities being converted have been transferred pursuant to an
effective registration statement under the Securities Act or (b) the Securities
being converted are not otherwise "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act.

SECTION Twelve.3.      Notices; Method of Exercising Redemption Right, Etc.

     (a) Unless the Issuer shall have theretofore called for redemption all of
the Outstanding Securities, on or before the 30th day after the occurrence of a
Change in Control, the Issuer or, at the request and expense of the Company on
or before the 30th day after such occurrence, the Trustee, shall give to all
Holders of Securities, in the manner provided in Section 1.6, notice (the
"Company Notice") of the occurrence of the Change in Control and of the
redemption right set forth herein arising as a result thereof. The Company shall
also deliver a copy of such Company Notice to the Trustee.

     Each Company Notice shall state:

          (1) the Change of Control Redemption Date;

          (2) the date by which the right to require redemption must be
     exercised;

          (3) a description of the procedure which a Holder must follow to
     exercise a right to require redemption, to elect to receive Ordinary Shares
     or ADSs upon exchange of any Preference Shares which may be issued and the
     place or places where such Securities are to be surrendered for payment of
     the Change of Control Redemption Price;



                                       65
<PAGE>

          (4) that on the Change of Control Redemption Date the Change of
     Control Redemption Price, including accrued interest, if any, will become
     due and payable upon each such Security designated by the Holder to be
     redeemed, and that interest thereon shall cease to accrue on and after said
     date;

          (5) the date on which the right to convert the principal amount of the
     Securities to be redeemed will terminate and the place or places where such
     Securities may be surrendered for conversion;

          (6) the place or places that the Notice of Election of Holder To
     Require Redemption as provided in Exhibit E shall be delivered, and the
     form of such Notice; and

          (7) the CUSIP, CINS, ISIN and/or Common Code number or numbers of such
     Securities.

     No failure of the Company to give the foregoing notices or defect therein
shall limit any Holder's right to exercise a right to require redemption or
affect the validity of the proceedings for the redemption or conversion of
Securities.

     If any of the foregoing provisions or other provisions of this Article
Twelve are inconsistent with applicable law, such law shall govern.

     (b) To exercise a right to require redemption, a Holder shall deliver to
the Trustee on or before the 30th day after the date of the Company Notice (i)
written notice of the Holder's exercise of such right, which notice shall set
forth the name of the Holder, the principal amount of the Securities to be
redeemed (and, if any Security is to redeemed in part, the serial number
thereof, the portion of the principal amount thereof to be redeemed and the name
of the Person in which the portion thereof to remain Outstanding after such
redemption is to be registered) and a statement that an election to exercise the
right to require redemption is being made thereby, and, in the event that the
Issuer shall elect to convert Securities into Preference Shares rather than
redeem the Securities, the Holder's election to exchange such Preference Shares
for Ordinary Shares or ADSs and the name or names (with addresses) in which the
certificate or certificates for Ordinary Shares or ADSs shall be issued; and
(ii) the Securities with respect to which the right to require redemption is
being exercised. Such written notice shall be irrevocable, except that the right
of the Holder to convert the Securities with respect to which the right to
require redemption is being exercised shall continue until the close of business
on the Business Day immediately preceding the Change of Control Redemption Date.

     (c) The Issuer shall give notice to the relevant Holder or Holders of its
election to convert all or part of the Securities with respect to which such
Holder or Holders has exercised a right to require redemption within two
Business Days after the last date on which Holders may deliver notice to the
Trustee pursuant to Section 12.3(b) of their election to require redemption. If
less than all the Securities in respect of which Holders have exercised rights
to require redemption are to be converted into Preference Shares, the particular
Securities to be redeemed and the particular Securities to be converted shall be
selected by the Trustee by such method as the Trustee may deem fair and
appropriate.



                                       66
<PAGE>

     (d) In the event a right to require redemption shall be exercised in
accordance with the terms hereof, the Issuer shall pay or cause to be paid to
the Trustee the Change of Control Redemption Price with respect to the
Securities as to which the right to require redemption has been exercised, in
cash for payment to the Holder on the Change of Control Redemption Date, or, if
the Issuer has elected to convert the Securities in accordance with this Section
12, the Issuer shall procure the issue of Ordinary Shares or ADSs to the
relevant holder of any Preference Share issued upon such conversion in exchange
for any Preference Shares issued upon such conversion; provided, however, that
installments of interest that mature on or prior to the Change of Control
Redemption Date shall be payable in cash to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular Record Date.

     (e) If any Security (or portion thereof) surrendered for redemption shall
not be so paid on the Change of Control Redemption Date, the principal amount of
such Security (or portion thereof, as the case may be) shall, until paid, bear
interest to the extent permitted by applicable law from the Change of Control
Redemption Date at the rate of 2.00% per annum, and each Security shall remain
convertible into Preference Shares until the principal of such Security (or
portion thereof, as the case may be) shall have been paid or duly provided for.

     (f) Any Security which is to be redeemed only in part shall be surrendered
to the Trustee (with, if the Issuer or the Trustee so requires, due endorsement
by, or a written instrument in form satisfactory to the Issuer and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Issuer shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Security without service
charge, a new Security or Securities, containing identical terms and conditions,
each in an authorized denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

     (g) Any issue of Ordinary Shares or ADSs in exchange for Preference Shares
shall be effected immediately prior to the close of business on the Change of
Control Redemption Date and the Person or Persons in whose name or names any
certificate or certificates for Ordinary Shares or ADSs shall be issued upon
such exchange shall be treated as if such Person or Persons were on the Change
of Control Redemption Date the holder or holders of record of the shares
represented thereby; provided, however, that any surrender for redemption on a
date when the stock transfer books of the Issuer shall be closed shall result in
the Person or Persons in whose name or names the certificate or certificates for
such shares are to be issued being treated as the record holder or holders
thereof for all purposes at the opening of business on the next succeeding day
on which such stock transfer books are open. No payment or adjustment shall be
made for dividends or distributions on any Ordinary Shares issued upon exchange
of any Preference Share declared prior to the Change of Control Redemption Date.

     (h) Responsibility for transfer taxes or duties imposed in connection with
any conversion of Securities pursuant to Section 12.1 shall be in accordance
with the provisions set forth in Section 11.4.



                                       67
<PAGE>

     (i) All Securities delivered for redemption or conversion shall be
delivered to the Trustee to be canceled at the direction of the Trustee, which
shall dispose of the same as provided in Section 3.11.

SECTION Twelve.4.      Certain Definitions.

     For purposes of this Article Twelve,

     (a) the terms "beneficial owner" and "beneficial ownership" shall be
determined in accordance with Rule 13d-3, as in effect on the date of the
original execution of this Indenture, promulgated by the Commission pursuant to
the Exchange Act;

     (b) a "Change in Control" shall be deemed to have occurred at the time,
after the original issuance of the Securities, of:

          (i) the acquisition by any person of beneficial ownership, directly or
     indirectly, through a purchase, merger or other acquisition transaction or
     series of transactions, of shares of capital stock of the Company entitling
     such person to exercise more than 50% of the total voting power of all
     shares of capital stock of the Company entitled to vote generally in the
     elections of directors, other than any such acquisition by the Company, any
     Subsidiary of the Company or any employee benefit plan of the Company
     existing on the date of this Indenture; or

          (ii) an offer is made to all (or as nearly as may be practicable all)
     holders of Ordinary Shares or all (or as nearly as may be practicable all)
     such holders of Ordinary Shares other than the offeror and/or any Associate
     of the offeror, to acquire the whole or any part of the Company's issued
     ordinary share capital or if a scheme is proposed with regard to such
     acquisition, and the Company becomes aware that the right to cast more than
     50% of the votes which may ordinarily be cast at a general meeting of the
     Company has or will become unconditionally vested in the offeror and/or its
     Associates; provided, however, that there shall be no Change of Control
     under this Section 12.4(b)(ii) if the holders of 50% or more of the total
     voting power of the Company's capital stock entitled to vote generally in
     elections of directors of the Company prior to the offer or scheme have,
     directly or indirectly, 50% or more of the total voting power of all shares
     of capital stock or the offeror or acquiror entitled to vote generally in
     elections of directors of the offeror or acquiror following the
     consummation of the acquisition; or

          (iii) any conveyance, transfer, sale, lease or similar disposition of
     all or substantially all of the Company's assets to another person; and

     (c) for purposes of Section 12.4(b)(i), the term "person" shall include any
syndicate or group which would be deemed to be a "person" under Section 13(d)(3)
of the Exchange Act, as in effect on the date of the original execution of this
Indenture.



                                       68
<PAGE>

                                Article Thirteen

              REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER
                                ON CERTAIN DATES

SECTION Thirteen.1.    Right to Require Redemption on Certain Dates.

     On each of August 21, 2004, August 21, 2006 and August 21, 2008, (each, a
"Optional Redemption Date") each Holder shall have the right, at the Holder's
option, but subject to the provisions of Section 13.2, to require the Issuer to
redeem, and upon the exercise of such right the Issuer shall redeem, all of such
Holder's Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S.$5,000 or any greater integral
multiple of U.S.$1,000, at a redemption price equal to 100% of the principal
amount of the Securities to be redeemed plus accrued interest to the applicable
Optional Redemption Date (the "Holder Option Redemption Price"); provided,
however, that installments of interest on Securities whose Stated Maturity is on
or prior to the applicable Optional Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Record Date according to their terms and the provisions of
Section 3.9. Such right to require the redemption of the Securities shall not
continue after a discharge of the Issuer from its obligations with respect to
the Securities in accordance with Article Four, unless the applicable Optional
Redemption Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the
Securities in respect of which a Holder has exercised rights pursuant to this
Section 13.1 and instead may elect to convert such Securities, or any portion
thereof in integral multiples of $1,000, into Preference Shares, subject to the
fulfillment by the Issuer and the Company of the conditions set forth in Section
13.2. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the
option of the Holder requiring redemption, ADSs) at a special exchange ratio
(the "Holder Option Exchange Ratio") equal to 100% of the principal amount of
the Security divided by the market price per Ordinary Share on the London Stock
Exchange valued at 95% of the average of the Ordinary Share VWAP for each of the
five Trading Days immediately following the date the Issuer gives notice
pursuant to Section 13.3(c) of its intention to elect to convert the Securities
in respect of which a Holder has exercised rights pursuant to this Section 13.1,
or any portion thereof, into Preference Shares rather than redeem such
Securities, or the relevant portion thereof, for cash. Each such price will be
converted into Dollars at the U.S.$/U.K.(pound) noon buying rate prevailing on
such date

SECTION Thirteen.2. Conditions to the Issuer's Election to Convert Securities
                    Elected for Redemption into Preference Shares .

     (a) The Issuer may elect to convert the Securities in respect of which a
Holder has exercised rights pursuant to Section 13.1 into Preference Shares
exchangeable for Ordinary Shares or ADSs (as elected by the Holder) at the
Holder Option Exchange Ratio if and only if the following conditions shall have
been satisfied:

          (i) As to each Holder, the Holder Option Redemption Price shall be
     paid only in cash in the event any Ordinary Shares to be issued upon
     exchange of Preference Shares



                                       69
<PAGE>

     issued upon conversion hereunder (A) require registration under any U.S.
     federal securities law before such shares may be freely transferable
     without being subject to any transfer restrictions under the Securities Act
     upon exchange and if such registration is not completed or does not become
     effective prior to the applicable Holder Option Redemption Date; and/or (B)
     require registration with or approval of any governmental authority under
     any state law or any other U.S. federal law before such shares may be
     validly issued or delivered upon exchange of the Preference Shares and if
     such registration is not completed or does not become effective or such
     approval is not obtained prior to the applicable Holder Option Redemption
     Date; provided, however, that, except as otherwise prohibited by this
     Section 13.2, notwithstanding the foregoing, the Issuer may elect to
     convert Securities into Preference Shares exchangeable for Ordinary Shares
     (but not ADSs) if the applicable Holder has certified in the Holder's
     written notice in the form of Exhibit E delivered pursuant to Section
     13.3(b) that at the time of completion of the Holder's written notice, such
     Holder was not in the United States.

          (ii)The Issuer may not elect to convert Securities into Preference
     Shares exchangeable for Ordinary Shares or ADSs pursuant to Section 13.1
     unless such Ordinary Shares or ADSs are, or shall have been, approved for
     listing on the London Stock Exchange or NASDAQ, respectively, or listed or
     quoted on a national securities exchange or quotation system, in either
     case, prior to the applicable Holder Option Redemption Date and following
     such applicable Holder Option Redemption Date, the Ordinary Shares or ADSs
     will continue to be listed for trading on the London Stock Exchange or
     NASDAQ, respectively, or listed or quoted on a national securities exchange
     or quotation system.

          (iii)All Ordinary Shares which may be issued upon conversion of the
     Securities into Preference Shares and exchange of such Preference Shares
     will be issued out of the Company's authorized but unissued Ordinary Shares
     and, will upon issue, be duly and validly issued and fully paid and
     non-assessable and free of any preemptive rights.

     If all of the conditions set forth in this Section 13.2(a) are not
satisfied in accordance with the terms thereof, the Issuer may only redeem the
relevant Securities for cash.

     (b) As to each Holder, ADSs will not be issued upon exchange of the
Preference Shares issued upon conversion of the Securities unless and until
either (a) the Securities being converted have been transferred pursuant to an
effective registration statement under the Securities Act or (b) the Securities
being converted are not otherwise "restricted securities" within the meaning of
Rule 144(a)(3) under the Securities Act.

SECTION Thirteen.3.    Notices; Method of Exercising Redemption Right, Etc.

     (a) To exercise a right to require redemption pursuant to Section 13.1, a
Holder shall deliver to the Trustee not more than 30 nor less than 15 Business
Days prior to the applicable Optional Redemption Date written notice of the
Holder's exercise of such right, which notice shall set forth the name of the
Holder, the principal amount of the Securities to be



                                       70
<PAGE>

redeemed (and, if any Security is to redeemed in part, the serial number
thereof, the portion of the principal amount thereof to be redeemed and the name
of the Person in which the portion thereof to remain Outstanding after such
redemption is to be registered) and a statement that an election to exercise the
right to require redemption pursuant to Section 13.1 is being made thereby, and,
in the event that the Issuer elects in lieu of such redemption to convert the
Securities, or a portion thereof, in respect of which rights to require
redemption pursuant to Section 13.1 have been exercised into Preference Shares
exchangeable into Ordinary Shares or ADSs at the Holder Option Exchange Ratio,
the Holder's election to receive either Ordinary Shares or ADSs and the name or
names (with addresses) in which the certificate or certificates for Ordinary
Shares shall be issued. Such written notice shall be irrevocable, except that
the right of the Holder to convert the Securities with respect to which the
right to require redemption is being exercised shall continue until the close of
business on the Business Day immediately preceding the applicable Optional
Redemption Date.

     (b) In the event a right to require redemption shall be exercised in
accordance with the terms hereof, the Issuer shall pay or cause to be paid or
delivered to the Trustee for payment or delivery to the Holder on the Optional
Redemption Date the Holder Option Redemption Price in cash, or, if the Issuer
has elected to convert the Securities in accordance with this Section 13, the
Issuer shall procure the issue to the relevant holder of any Preference Shares
issued upon such conversion of Ordinary Shares or ADSs in exchange for any
Preference Shares issued upon conversion; provided, however, that installments
of interest that mature on or prior to the Optional Redemption Date shall be
payable in cash to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Date.

     (c) The Issuer shall give notice to the relevant Holder or Holders of its
election to convert all or part of the Securities with respect to which such
Holder or Holders has exercised a right to require redemption on or before the
tenth Business Day prior to the applicable Optional Redemption Date. If less
than all the Securities in respect of which Holders have exercised rights to
require redemption are to be converted into Preference Shares, the particular
Securities to be redeemed and the particular Securities to be converted shall be
selected by the Trustee by such method as the Trustee may deem fair and
appropriate.

     (d) If any Security (or portion thereof) surrendered for redemption shall
not be so paid on the Optional Redemption Date, the principal amount of such
Security (or portion thereof, as the case may be) shall, until paid, bear
interest to the extent permitted by applicable law from the Optional Redemption
Date at the rate of 2.00% per annum, and each Security shall remain convertible
into Ordinary Shares or ADSs until the principal of such Security (or portion
thereof, as the case may be) shall have been paid or duly provided for.

     (e) Any Security which is to be redeemed only in part shall be surrendered
to the Trustee (with, if the Issuer or the Trustee so requires, due endorsement
by, or a written instrument in form satisfactory to the Issuer and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Issuer shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Security without service


                                       71
<PAGE>

charge, a new Security or Securities, containing identical terms and conditions,
each in an authorized denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

     (f) Any issue of Ordinary Shares or ADSs in exchange for Preference Shares
pursuant to Section 13.1 shall be effected immediately prior to the close of
business on the Optional Redemption Date and the Person or Persons in whose name
or names any certificate or certificates for Ordinary Shares or ADSs shall be
issued upon such exchange shall be treated as if such Person or Persons were on
the Optional Redemption Date the holder or holders of record of the shares
represented thereby; provided, however, that any surrender for redemption on a
date when the stock transfer books of the Issuer shall be closed shall result in
the Person or Persons in whose name or names the certificate or certificates for
such shares are to be issued being treated as the record holder or holders
thereof for all purposes at the opening of business on the next succeeding day
on which such stock transfer books are open. No payment or adjustment shall be
made for dividends or distributions on any Ordinary Shares issued upon exchange
for any Preference Share declared prior to the Optional Redemption Date. If
Ordinary Shares or ADSs are not issued to Holders by the 14th day after the
applicable Optional Redemption Date, such Holder may elect for the Issuer to
procure the payment to such Holder of cash in an amount equal to the Holder
Option Redemption Price, together with accrued interest to the payment date.

     (g) Responsibility for transfer taxes or duties imposed in connection with
any conversion of Securities pursuant to Section 13.1 shall be in accordance
with the provisions set forth in Section 11.4.

     (h) All Securities delivered for redemption or conversion shall be
delivered to the Trustee to be canceled at the direction of the Trustee, which
shall dispose of the same as provided in Section 3.11.

                                Article Fourteen

                            HOLDERS LISTS AND REPORTS
                      BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION Fourteen.1.    Issuer to Furnish Trustee Names and Addresses of Holders.

     The Issuer will furnish or cause to be furnished to the Trustee:

     (a) semi-annually, not more than 15 days after the Regular Record Date, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities as of such Regular Record Date; and

     (b) at such other times as the Trustee may reasonably request in writing,
within 30 days after the receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;



                                       72
<PAGE>

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION Fourteen.2.    Preservation of Information.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 14.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 14.1 upon receipt of a new list so furnished.

     (b) After this Indenture has been qualified under the Trust Indenture Act,
the rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and duties of the Trustee, shall be as provided by the Trust Indenture
Act.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

SECTION Fourteen.3.    No Recourse Against Others.

     An incorporator or any past, present or future director, officer, employee
or shareholder, as such, of the Issuer or the Company shall not have any
liability for any obligations of the Issuer or the Company under the Securities
or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder shall waive
and release all such liability. Such waiver and release shall be part of the
consideration for the issue of the Securities.

SECTION Fourteen.4.    Reports by Trustee.

     (a) After this Indenture has been qualified under the Trust Indenture Act,
the Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
60 days after each July 15 following the date of this Indenture, deliver to
Holders a brief report, dated as of such July 15, which complies with the
provisions of such Section 313(a).

     (b) After this Indenture has been qualified under the Trust Indenture Act,
a copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which the Securities are
listed, with the Commission, with the Issuer and with the Company. The Issuer
will promptly notify the Trustee when the Securities are listed on any stock
exchange.



                                       73
<PAGE>

SECTION Fourteen.5.    Reports by Issuer and Company.

     After this Indenture has been qualified under the Trust Indenture Act, the
Issuer and the Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt thereof shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's or the
Company's compliance with any of their respective covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers' Certificates).

                                 ARTICLE FIFTEEN

                                  THE GUARANTEE

SECTION 15.1      The Guarantee.

     (a) The Company hereby irrevocably and unconditionally guarantees to each
Holder of the Securities and to the Trustee for itself and on behalf of each
such Holder, the due and punctual payment of (i) the principal of (and premium,
if any), and interest, if any, on the Securities when and as the same shall
become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption at the option of the Issuer or the Holders, or
otherwise, in accordance with the terms of such Securities and of this Indenture
and (ii) all other obligations of the Company hereunder, including without
limitation Section 6.7 (other than, for the avoidance of doubt, its obligations
relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In
case of the failure of the Issuer punctually to make any such payment of
principal of (or premium, if any) or interest on the Securities, the Company
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption at the option of the Issuer or
the Holders, or otherwise, and as if such payment were made by the Issuer.

     (b) The Company hereby irrevocably and unconditionally agrees, for the
benefit of each Holder of the Securities and of the Trustee on behalf of each
such Holder:

          (i) that in the event of failure of the Issuer to perform any of its
     obligations or to enforce when due any of the rights of the Issuer in
     respect of the exercise of any conversion and exchange rights, the issue of
     any Preference Shares on any such exercise and the exchange of Preference
     Shares for Ordinary Shares or ADSs pursuant to the exercise of conversion
     and exchange rights, in each case in accordance with the Memorandum and
     Articles of Association of the Issuer and as referred to in the terms of


                                       74
<PAGE>

     the Securities and the Indenture, the Company will procure the performance
     by the Issuer of all such obligations and the enforcement by the Issuer of
     all such rights;

          (ii) not to alter its obligation pursuant to a bilateral contract
     between the Issuer and the Company to issue Ordinary Shares or ADSs to
     holders of Preference Shares in order that the Issuer shall comply with its
     exchange obligations in respect of the Preference Shares in accordance with
     the Articles; and

          (iii) that, while any Security remains Outstanding, it will not
     consent to, and will procure that the Issuer will not make, any amendment
     to Article 9 of the Articles of Association which would vary, abrogate or
     modify the rights attaching to the Preference Shares save with (a) the
     consent of the Trustee or (b) (1) the written consent of the Holders of not
     less than a majority in principal amount of the Outstanding Securities by
     the Act of said Holders delivered to the Issuer, the Company and the
     Trustee; or (2) by the adoption of a resolution, at a meeting of Holders of
     the Outstanding Securities at which a quorum is present, by the Holders of
     a majority in principal amount of the Outstanding Securities represented at
     such meeting, provided, however, that the consent or affirmative vote of
     the Holder of each Outstanding Security adversely affected shall be
     required before any amendment is made to Article 9 of the Articles of
     Association which is adverse to the Holders of the Securities, and provided
     further that no consent of the Trustee nor consent or affirmative vote of
     any Holder of Securities shall be required in relation to any amendment
     which (i) does not adversely affect the interested Holder of Securities or
     (ii) is to cure any ambiguity, omission or defect or to correct or
     supplement any provision of Article 9 of the Articles of Association which
     may be inconsistent with any other provision of the Articles of Association
     or which is otherwise defective, or to make any other provisions with
     respect to matters arising under the Articles of Association as the Issuer,
     the Company and the Trustee may deem necessary or desirable, in each case
     which does not adversely affect the interests of the Holders of the
     Securities.

     (c) The Company hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the validity, regularity or enforceability of any
Security or this Indenture, the absence of any action to enforce the same, any
waiver or consent by the Holder of such Security or by the Trustee or the Paying
Agent with respect to any provisions thereof or of this Indenture, the recovery
of any judgment against the Issuer or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Company hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by complete performance of all of
the obligations of the Company contained in this Indenture and the Securities
and in the Guarantees. If the Trustee or the Holder of any Security is required
by any court or otherwise to return (and does so return) to the Issuer or the
Company, or any custodian, receiver, liquidator, trustee, sequestrator or other
similar official acting in relation to the Issuer or the Company, any amount
paid to the Trustee or such



                                       75
<PAGE>

Holder in respect of a Security, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. The Company further
agrees, to the fullest extent that it lawfully may do so, that, as between the
Company, on the one hand, and the Holders and the Trustee, on the other hand,
the Maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Five hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition extant under any applicable Bankruptcy Law
preventing such acceleration in respect of the obligations guaranteed hereby.

     (d) The Guarantee of the Company constitutes a direct, unconditional and
unsecured obligation of the Guarantor and will rank at least equally with all
other unsecured and unsubordinated obligations of the Company (including
unsecured and unsubordinated guarantees by the Company of indebtedness of
others), subject in the event of insolvency, to laws of general applicability
relating to or affecting creditors' rights.

     (e) The Company shall be subrogated to all rights of the Holders of the
Securities against the Issuer in respect of any amounts paid to such Holders by
the Company pursuant to the provisions of the Guarantee; provided, however, that
the Company shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of and
interest, if any, on all Securities issued hereunder shall have been paid in
full.

SECTION 15.2.     Execution and Delivery of the Guarantee.

     To evidence its Guarantee provided in Section 15.1, the Company hereby
agrees to execute the Guarantee, in a form established pursuant to Section 2.3,
to be endorsed on each Security authenticated and delivered under this
Indenture. Each such Guarantee shall be executed on behalf of the Guarantor by
any one of its Officers under a facsimile of its corporate seal reproduced
thereon and attested by its Company Secretary or one of its Assistant or Deputy
Company Secretaries. The signature of any of these officers on each Guarantee
may be manual or facsimile.

     Any Guarantee bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of the Securities upon which
any such Guarantee is endorsed or did not hold such offices at the date of such
Securities.

     The delivery of any Security, after the authentication thereof hereunder,
shall constitute due delivery of the Company endorsed thereon on behalf of the
Company. The Company hereby agrees that its Guarantee set forth in Section 15.1
shall remain in full force and effect notwithstanding any failure to endorse on
each Security a notation of such Guarantee.



                                       76
<PAGE>

                                 ARTICLE SIXTEEN

                      Meetings of Holders of The Securities

SECTION 16.1 Purposes of Meetings.

     A meeting of the Holders, in each case with respect to Securities held by
such Holders, may be called at any time from time to time pursuant to this
Article for any of the following purposes:

          (a) to give any notice to the Issuer, the Company or to the Trustee,
     or to give any directions to the Trustee, or to consent to the waiving of
     any Default hereunder and its consequences, or to take any other action
     authorized to be taken by Holders pursuant to Article 5 hereof;

          (b) to remove the Trustee and appoint a successor trustee pursuant to
     Article 6 hereof;

          (c) to consent to the execution of an indenture supplemental hereto
     pursuant to Section 8.2 hereof; or

          (d) to consent to the waiving of certain covenants under Section 9.8.

SECTION 16.2 Place of Meetings.

     Meetings of Holders may be held at such place or places as the Trustee or,
in case of its failure to act, the Issuer, the Company or the Holders calling
the meeting, shall from time to time determine.

SECTION 16.3 Call and Notice of Meetings.

     (a) The Trustee may at any time (upon not less than 21 days' notice) call a
meeting of Holders to be held at such time and at such place in the location
determined by the Trustee pursuant to Section 16.2 hereof. Notice of every
meeting of Holders, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
to each Holder and published in the manner contemplated by Section 1.6 hereof.

     (b) In case at any time the Issuer or the Company pursuant to a Board
Resolution, or the Holders of at least one-tenth in aggregate principal amount
of the Securities then outstanding, shall have requested the Trustee to call a
meeting of the Holders, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
made the first giving of the notice of such meeting within 20 days after receipt
of such request, then the the Issuer, the Company or the Holders of the amount
above specified may determine the time (not less than 21 days after notice is
given) and the place in the location determined by the Issuer, the Company or
the Holders pursuant to Section 16.2 hereof



                                       77
<PAGE>

for such meeting and may call such meeting to take any action authorized in
Section 16.1 hereof by giving notice thereof as provided in Section 16.3(a)
hereof.

SECTION 16.4 Voting at Meetings.

     To be entitled to vote at any meeting of Holders, a Person shall be (i) a
Holder or (ii) a Person appointed by an instrument in writing as proxy for a
Holder or Holders by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons so entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel, any representatives of the
Issuer and its counsel and any representatives of the Company and its counsel.

SECTION 16.5 Voting Rights, Conduct and Adjournment

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders in regard to proof of the holding of Securities and of the appointment
of proxies and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Article 3 hereof and the appointment of any proxy shall be proved
in such manner as is deemed appropriate by the Trustee or by having the
signature of the person executing the proxy witnessed or guaranteed by any bank,
banker or trust company customarily authorized to certify to the holding of a
security such as a global security. A proxy need not be a Holder.

     (b) At any meeting of Holders, the presence of Persons holding or
representing Securities in an aggregate principal amount sufficient under the
appropriate provision of this Indenture to take action upon the business for the
transaction of which such meeting was called, and in any event constituting not
less than one-third of the aggregate principal amount of the Securities then
outstanding, shall constitute a quorum. Any meetings of Holders duly called
pursuant to Section 16.3 hereof may be adjourned from time to time by vote of
the Holders (or proxies for the Holders) of a majority of the Securities
represented at the meeting and entitled to vote, whether or not a quorum shall
be present; and the meeting may be held as so adjourned without further notice.
No action at a meeting of Holders shall be effective unless approved by Persons
holding or representing Securities in the aggregate principal amount required by
the provision of this Indenture pursuant to which such action is being taken.

     (c) At any meeting of Holders, each Holder or proxy shall be entitled to
one vote for each $1,000 principal amount of outstanding Securities held or
represented.

     (d) In determining whether the Holders of the requisite principal amount of
the Securities have given or taken any direction, notice, consent, waiver or
other action under this Indenture as of any date, only the principal amount
(determined as above) of Securities that are to be deemed Outstanding under this
Indenture can be considered.



                                       78
<PAGE>

                              ---------------------

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



<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.




                                  SHIRE FINANCE LIMITED



                                  By
                                        ----------------------------------------
                                        Name:
                                        Title:





                                  SHIRE PHARMACEUTICALS GROUP PLC



                                  By
                                        ----------------------------------------
                                        Name:
                                        Title:





                                  The Bank of New York, Trustee



                                  By
                                        ----------------------------------------
                                        Name:
                                        Title:




<PAGE>




                                                                     EXHIBIT A-1

                        FORM OF RULE 144A GLOBAL SECURITY

                           [Insert Applicable Legend]

                              SHIRE FINANCE LIMITED

                      2% SENIOR GUARANTEED CONVERTIBLE NOTE
                               DUE AUGUST 21, 2011

No. [o]                                                  U.S.$ [o]

CUSIP No. 82481UAA7

     Shire Finance Limited, an exempted limited company duly organized and
existing under the laws of the Cayman Islands (herein called the "Issuer", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co. or
registered assigns the principal sum of [o] United States Dollars (U.S.$ [o])
(which principal amount may from time to time be increased or decreased to such
other principal amounts (which, taken together with the principal amounts of all
other Outstanding Securities, shall not exceed U.S.$400 million in the aggregate
at any time) by adjustments endorsed by the Trustee as defined below) on August
21, 2011 and to pay interest thereon, from August 21, 2001, or from the most
recent Interest Payment Date (as defined below) to which interest has been paid
or duly provided for, semi-annually in arrears on February 21 and August 21 in
each year (each, an "Interest Payment Date"), commencing February 21, 2002, at
the rate of 2% per annum, until the principal hereof is due, and at the rate of
2% per annum on any overdue principal and premium, if any, and, to the extent
permitted by law, on any overdue interest until paid. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the 6th day of
February or the 6th day of August (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Except as otherwise provided
in the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on the relevant Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Issuer, notice whereof shall be given to Holders of Definitive Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Payments
of principal shall be made upon the surrender of this Security at the option of
the Holder at the Corporate Trust Office of the Trustee, or at such other office
or agency (in each case, located outside the United Kingdom) of the Issuer as
may be designated by it for such purpose in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the


                                      A-1-1
<PAGE>

payment of public and private debts, or at such other offices or agencies (in
each case, located outside the United Kingdom) as the Issuer may designate, by
wire transfer to a Dollar account maintained by the payee with a bank. Payment
of interest on this Security will be made by wire transfer to a Dollar account
maintained by the payee with a bank.

     Except as specifically provided herein and in the Indenture, the Issuer
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     All terms used in this Security which are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly
executed.

                                 SHIRE FINANCE LIMITED



                                 By:
                                      ----------------------------------------
                                      Name:
                                      Title:




                                     A-1-2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]


     This Security is one of a duly authorized issue of securities of the Issuer
designated as its "2% Senior Guaranteed Convertible Notes due August 21, 2011"
(herein called the "Securities"), limited in aggregate principal amount to
U.S.$400 million, issued and to be issued under an Indenture, dated as of August
21, 2001 (herein called the "Indenture"), between the Issuer, Shire
Pharmaceuticals Group plc, as guarantor (the "Company") and Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

     No sinking fund is provided for the Securities.

     In the event of a redemption of the Securities, the Issuer will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

     Notice to the Holders will be given not less than 30 nor more than 60 days
prior to the applicable Redemption Date as provided in the Indenture.

     In any case where the due date for the payment of the principal of,
premium, if any, or interest on any Security or the last day on which a Holder
of a Security has a right to convert his Security shall be, at any Place of
Payment or Place of Conversion, as the case may be, a day on which banking
institutions at such Place of Payment or Place of Conversion are authorized or
obligated by law or executive order to close, then payment of principal,
premium, if any, or interest, or delivery for conversion of such Security need
not be made on or by such date at such place but may be made on or by the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same
force and effect as if made on the date for such payment or the date fixed for
redemption or repurchase, or by such last day for conversion, and no interest
shall accrue on the amount so payable for the period from and after such due
date.

     The Securities are subject to redemption at the option of the Issuer at any
time on or after August 21, 2004, in whole or in part, upon not less than 30 nor
more than 60 days' notice to the Holders prior to the Redemption Date, at a
redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer
may only exercise this option during this period if the average of the closing
bid and offer quotations per ordinary share published in the London Stock
Exchange ("LSE") Daily Official List for twenty of the thirty consecutive
dealing days ending within 14 days of giving notice of the redemption is at
least 130% of the exchange price in effect on that dealing day. The exchange
price is equal to $1,000 divided by the then applicable Exchange Ratio.



                                     A-1-3
<PAGE>

     Subject to and upon compliance with the provisions of Article Eleven of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof that is U.S.$1,000 or an integral multiple of
U.S.$1,000 may be converted into fully paid and nonassessable Preference Shares
at the conversion price of one Preference Share per U.S.$1,000 principal amount
of Securities. Such conversion right shall commence upon the original issuance
of the Securities and expire at the close of business on August 14, 2011,
subject, in the case of conversion of any Global Security, to any Applicable
Procedures. In case a Security or portion thereof is called for redemption at
the election of the Issuer or the Holder thereof exercises his right to require
the Issuer to redeem the Security, such conversion right in respect of the
Security, or portion thereof so called, shall expire at the close of business on
the Business Day immediately preceding the Redemption Date, Change of Control
Redemption Date or Holder Option Redemption Date, as the case may be, unless the
Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to
any Global Security).

     A Holder of Securities shall not be entitled to any rights of a holder of
Preference Shares until such holder has converted such Security into Preference
Shares, and only to the extent that such Securities are deemed to have been
converted into Preference Shares under Article Eleven of the Indenture.

     In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender such Security, duly endorsed or assigned to the
Issuer or in blank, at any office or agency of the Issuer maintained for that
purpose pursuant to Section 9.2 of the Indenture, accompanied by a duly signed
conversion notice substantially in the form set forth in Exhibit D of the
Indenture stating that the Holder elects to convert such Security or, if less
than the entire principal amount thereof is to be converted, the portion thereof
to be converted. Each Security surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of any Security or portion thereof which
has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date) be accompanied by payment in New York Clearing House funds or other funds
acceptable to the Issuer of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security (or part thereof,
as the case may be) being surrendered for conversion. The interest so payable on
such Interest Payment Date with respect to any Security (or portion thereof, if
applicable) which is surrendered for conversion during the period from the close
of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date and which Security has been
called for redemption on a Redemption Date, or is redeemable on a Change of
Control Redemption Date or a Holder Option Redemption Date, with the consequence
that the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date, shall be
paid to the Holder of such Security being converted in an amount equal to the
interest that would have been payable on such Security if such Security had been
converted as of the close of business on such Interest Payment



                                     A-1-4
<PAGE>

Date. The interest so payable on such Interest Payment Date in respect of any
Security (or portion thereof, as the case may be) which has not been called for
redemption on a Redemption Date, or is not eligible for redemption on a Change
of Control Redemption Date or Holder Option Redemption Date, with the
consequence of termination of the conversion right as aforesaid, which Security
(or portion thereof, as the case may be) is surrendered for conversion during
the period from the close of business on any Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date,
shall be paid to the Holder of such Security as of such Regular Record Date.
Interest payable in respect of any Security surrendered for conversion on or
after an Interest Payment Date shall be paid to the Holder of such Security as
of the next preceding Regular Record Date, notwithstanding the exercise of the
right of conversion. Except as provided in this paragraph and subject to the
last paragraph of Section 3.9 of the Indenture, no cash payment or adjustment
shall be made upon any conversion on account of any interest accrued from the
Interest Payment Date next preceding the conversion date, in respect of any
Security (or part thereof, as the case may be) surrendered for conversion, or on
account of any dividends on the Preference Shares issued upon conversion. The
issue by the Issuer to the Holder of the number of Preference Shares into which
a Security is convertible will be deemed to satisfy the Issuer's obligation to
pay the principal amount of the Security.

     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Preference Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Preference Shares at such time.

     In the case of any Security which is converted in part only, upon such
conversion the Issuer shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Issuer, a
new Security or Securities of authorized denominations in an aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security. A Security may be converted in part, but only if the principal amount
of such Security to be converted is any integral multiple of U.S.$1,000 and the
principal amount of such security to remain Outstanding after such conversion is
equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall
have the right, at the Holder's option, but subject to the provisions of Section
12.2 of the Indenture, to require the Issuer to redeem, and upon the exercise of
such right the Issuer shall redeem, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$1,000, on the Change of Control Redemption Date at the Change of Control
Redemption Price; provided, however, that installments of interest on Securities
whose Stated Maturity is on or prior to the Change of Control Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to the
terms hereof and the provisions of Section 3.9 of the Indenture. Such right to
require the redemption of the Securities shall not continue after a discharge of
the Issuer from its obligations



                                     A-1-5
<PAGE>

with respect to the Securities in accordance with Article Four of the Indenture,
unless a Change in Control shall have occurred prior to such discharge. At the
option of the Issuer, the Issuer may elect not to redeem the Securities in
respect of which a Holder has exercised rights and instead may elect to convert
such Securities, or any portion thereof in integral multiples of $1,000, into
Preference Shares, subject to the fulfillment by the Issuer and the Company of
the conditions set forth in Section 12.2 of the Indenture. Such Preference
Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder
requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the
Holder's option, but subject to the provisions of Section 13.2 of the Indenture,
to require the Issuer to redeem, and upon the exercise of such right the Issuer
shall redeem, all of such Holder's Securities not theretofore called for
redemption, or any portion of the principal amount thereof that is equal to
U.S.$5,000 or any greater integral multiple of U.S.$1,000, at the Holder Option
Redemption Price; provided, however, that installments of interest on Securities
whose Stated Maturity is on or prior to the applicable Optional Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to the
terms hereof and the provisions of Section 3.9 of the Indenture. Such right to
require the redemption of the Securities shall not continue after a discharge of
the Issuer from its obligations with respect to the Securities in accordance
with Article Four of the Indenture, unless the applicable Optional Redemption
Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the
Securities in respect of which a Holder has exercised rights and instead may
elect to convert such Securities, or any portion thereof in integral multiples
of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and
the Company of the conditions set forth in Section 13.2 of the Indenture. Such
Preference Shares shall be exchanged for Ordinary Shares (or, at the option of
the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each
such price will be converted into Dollars at the U.S.$/U.K.(pound) noon buying
rate prevailing on such date.

     In the event of a redemption, cancellation or conversion of this Security
in part only, the Notes evidenced by this Security shall be reduced by the
principal amount so redeemed, cancelled or converted. Thereafter, the Notes
represented by this Security shall be the principal amount of Notes most
recently entered by or on behalf of the Issuer in the relevant column in
Schedule A attached hereto.]

     If an Event of Default (other than that specified in Section 5.1(6),
5.1(7), 5.1(8) or 5.1(9) of the Indenture) shall occur and be continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities may declare the principal of all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture, and upon any such declaration such principal and all
accrued interest thereon shall become immediately due and payable. If an Event
of Default specified in Section 5.1(6), 5.1(7), 5.1(8) or 5.1(9) of the
Indenture occurs, the principal of, and accrued



                                     A-1-6
<PAGE>

interest on, all of the Securities shall ipso facto become immediately due and
payable without any declaration or other Act of the Holder or any act on the
part of the Trustee.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, premium, if any, or interest hereon on or after the
respective due dates expressed herein or for the enforcement of the right to
convert this Security as provided in the Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

     Interest payable in respect of any period which is not a full interest
period will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed.

     In accordance with the provisions of Article Fifteen of the Indenture, the
obligations of the Issuer under the Indenture and the Securities have been
unconditionally and irrevocably guaranteed by Shire Pharmaceuticals Group plc.

     An incorporator or any past, present or future director, officer, employee
or shareholder, as such, of the Issuer or the Company shall not have any
liability for any obligations of the Issuer or the Company under this Security
or the Indenture or for any claim based on, in



                                     A-1-7
<PAGE>

respect of or by reason of such obligations or their creation. By accepting this
Security, each Holder shall waive and release all such liability. Such waiver
and release is part of the consideration for the issue of this Security.

     The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to the conflicts of laws principles thereof.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.




                                     A-1-8
<PAGE>




                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

     The initial principal amount of this Security shall be U.S.$ . The
following decreases/increases in the principal amount of this Security have been
made:

<TABLE>
<CAPTION>
Date of Decrease/         Decrease in            Increase in Principal   Total Principal Amount   Notation Made by or
Increase                  Principal Amount       Amount                  Following such           on Behalf of Trustee
                                                                         Decrease/Increase
<S>                       <C>                    <C>                     <C>                      <C>

------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
                                                                                                                       ]
</TABLE>







                                     A-1-9
<PAGE>

                                                                     EXHIBIT A-2

                      FORM OF REGULATION S GLOBAL SECURITY

                           [Insert Applicable Legend]

                              SHIRE FINANCE LIMITED

                      2% SENIOR GUARANTEED CONVERTIBLE NOTE
                               DUE AUGUST 21, 2011

No. [o]                                                       U.S.$ [o]

ISIN No.  XS0133425552
Common Code No. 013342555

     Shire Finance Limited, an exempted limited company duly organized and
existing under the laws of the Cayman Islands (herein called the "Issuer", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay [name of common
depositary] or registered assigns the principal sum of [o] United States Dollars
(U.S.$ [o]) (which principal amount may from time to time be increased or
decreased to such other principal amounts (which, taken together with the
principal amounts of all other Outstanding Securities, shall not exceed U.S.$
400 million in the aggregate at any time) by adjustments endorsed by the Trustee
as defined below) on August 21, 2011 and to pay interest thereon, from August
21, 2001, or from the most recent Interest Payment Date (as defined below) to
which interest has been paid or duly provided for, semi-annually in arrears on
February 21 and August 21 in each year (each, an "Interest Payment Date"),
commencing February 21, 2002, at the rate of 2% per annum, until the principal
hereof is due, and at the rate of 2% per annum on any overdue principal and
premium, if any, and, to the extent permitted by law, on any overdue interest
until paid. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 6th day of February or the 6th day of August
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on the relevant Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Issuer, notice whereof
shall be given to Holders of Definitive Securities not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Payments of principal
shall be made upon the surrender of this Security at the option of the Holder at
the Corporate Trust Office of the Trustee, or at such other office or agency (in
each case, located outside the United Kingdom) of the Issuer as may be
designated by it for such



                                     A-2-1
<PAGE>

purpose in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts, or
at such other offices or agencies (in each case, located outside the United
Kingdom) as the Issuer may designate, by wire transfer to a Dollar account
maintained by the payee with a bank. Payment of interest on this Security will
be made by wire transfer to a Dollar account maintained by the payee with a
bank.

     Except as specifically provided herein and in the Indenture, the Issuer
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     All terms used in this Security which are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly
executed.

                              SHIRE FINANCE LIMITED



                              By:
                                   -----------------------------------------
                                   Name:
                                   Title:





                                     A-2-2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]


     This Security is one of a duly authorized issue of securities of the Issuer
designated as its "2% Senior Guaranteed Convertible Notes due August 21, 2011"
(herein called the "Securities"), limited in aggregate principal amount to
U.S.$400 million, issued and to be issued under an Indenture, dated as of August
21, 2001 (herein called the "Indenture"), between the Issuer, Shire
Pharmaceuticals Group plc, as guarantor (the "Company") and Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

     No sinking fund is provided for the Securities.

     In the event of a redemption of the Securities, the Issuer will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

     Notice to the Holders will be given not less than 30 nor more than 60 days
prior to the applicable Redemption Date as provided in the Indenture.

     In any case where the due date for the payment of the principal of,
premium, if any, or interest on any Security or the last day on which a Holder
of a Security has a right to convert his Security shall be, at any Place of
Payment or Place of Conversion, as the case may be, a day on which banking
institutions at such Place of Payment or Place of Conversion are authorized or
obligated by law or executive order to close, then payment of principal,
premium, if any, or interest, or delivery for conversion of such Security need
not be made on or by such date at such place but may be made on or by the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same
force and effect as if made on the date for such payment or the date fixed for
redemption or repurchase, or by such last day for conversion, and no interest
shall accrue on the amount so payable for the period from and after such due
date.

     The Securities are subject to redemption at the option of the Issuer at any
time on or after August 21, 2004, in whole or in part, upon not less than 30 nor
more than 60 days' notice to the Holders prior to the Redemption Date, at a
redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer
may only exercise this option during this period if the average of the closing
bid and offer quotations per ordinary share published in the London Stock
Exchange ("LSE") Daily Official List for twenty of the thirty consecutive
dealing days ending within 14 days of giving notice of the redemption is at
least 130% of the exchange price in effect on that dealing day. The exchange
price is equal to $1,000 divided by the then applicable Exchange Ratio.



                                     A-2-3
<PAGE>

     Subject to and upon compliance with the provisions of Article Eleven of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof that is U.S.$1,000 or an integral multiple of
U.S.$1,000 may be converted into fully paid and nonassessable Preference Shares
at the conversion price of one Preference Share per U.S.$1,000 principal amount
of Securities. Such conversion right shall commence upon the original issuance
of the Securities and expire at the close of business on August 14, 2011,
subject, in the case of conversion of any Global Security, to any Applicable
Procedures. In case a Security or portion thereof is called for redemption at
the election of the Issuer or the Holder thereof exercises his right to require
the Issuer to redeem the Security, such conversion right in respect of the
Security, or portion thereof so called, shall expire at the close of business on
the Business Day immediately preceding the Redemption Date, Change of Control
Redemption Date or Holder Option Redemption Date, as the case may be, unless the
Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to
any Global Security).

     A Holder of Securities shall not be entitled to any rights of a holder of
Preference Shares until such holder has converted such Security into Preference
Shares, and only to the extent that such Securities are deemed to have been
converted into Preference Shares under Article Eleven of the Indenture.

     In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender such Security, duly endorsed or assigned to the
Issuer or in blank, at any office or agency of the Issuer maintained for that
purpose pursuant to Section 9.2 of the Indenture, accompanied by a duly signed
conversion notice substantially in the form set forth in Exhibit D of the
Indenture stating that the Holder elects to convert such Security or, if less
than the entire principal amount thereof is to be converted, the portion thereof
to be converted. Each Security surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of any Security or portion thereof which
has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date) be accompanied by payment in New York Clearing House funds or other funds
acceptable to the Issuer of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security (or part thereof,
as the case may be) being surrendered for conversion. The interest so payable on
such Interest Payment Date with respect to any Security (or portion thereof, if
applicable) which is surrendered for conversion during the period from the close
of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date and which Security has been
called for redemption on a Redemption Date, or is redeemable on a Change of
Control Redemption Date or a Holder Option Redemption Date, with the consequence
that the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date, shall be
paid to the Holder of such Security being converted in an amount equal to the
interest that would have been payable on such Security if such Security had been
converted as of the close of business on such Interest Payment



                                     A-2-4
<PAGE>

Date. The interest so payable on such Interest Payment Date in respect of any
Security (or portion thereof, as the case may be) which has not been called for
redemption on a Redemption Date, or is not eligible for redemption on a Change
of Control Redemption Date or Holder Option Redemption Date, with the
consequence of termination of the conversion right as aforesaid, which Security
(or portion thereof, as the case may be) is surrendered for conversion during
the period from the close of business on any Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date,
shall be paid to the Holder of such Security as of such Regular Record Date.
Interest payable in respect of any Security surrendered for conversion on or
after an Interest Payment Date shall be paid to the Holder of such Security as
of the next preceding Regular Record Date, notwithstanding the exercise of the
right of conversion. Except as provided in this paragraph and subject to the
last paragraph of Section 3.9 of the Indenture, no cash payment or adjustment
shall be made upon any conversion on account of any interest accrued from the
Interest Payment Date next preceding the conversion date, in respect of any
Security (or part thereof, as the case may be) surrendered for conversion, or on
account of any dividends on the Preference Shares issued upon conversion. The
issue by the Issuer to the Holder of the number of Preference Shares into which
a Security is convertible will be deemed to satisfy the Issuer's obligation to
pay the principal amount of the Security.

     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Preference Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Preference Shares at such time.

     In the case of any Security which is converted in part only, upon such
conversion the Issuer shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Issuer, a
new Security or Securities of authorized denominations in an aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security. A Security may be converted in part, but only if the principal amount
of such Security to be converted is any integral multiple of U.S.$1,000 and the
principal amount of such security to remain Outstanding after such conversion is
equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall
have the right, at the Holder's option, but subject to the provisions of Section
12.2 of the Indenture, to require the Issuer to redeem, and upon the exercise of
such right the Issuer shall redeem, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$1,000, on the Change of Control Redemption Date at the Change of Control
Redemption Price; provided, however, that installments of interest on Securities
whose Stated Maturity is on or prior to the Change of Control Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to the
terms hereof and the provisions of Section 3.9 of the Indenture. Such right to
require the redemption of the Securities shall not continue after a discharge of
the Issuer from its obligations



                                     A-2-5
<PAGE>

with respect to the Securities in accordance with Article Four of the Indenture,
unless a Change in Control shall have occurred prior to such discharge. At the
option of the Issuer, the Issuer may elect not to redeem the Securities in
respect of which a Holder has exercised rights and instead may elect to convert
such Securities, or any portion thereof in integral multiples of $1,000, into
Preference Shares, subject to the fulfillment by the Issuer and the Company of
the conditions set forth in Section 12.2 of the Indenture. Such Preference
Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder
requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the
Holder's option, but subject to the provisions of Section 13.2 of the Indenture,
to require the Issuer to redeem, and upon the exercise of such right the Issuer
shall redeem, all of such Holder's Securities not theretofore called for
redemption, or any portion of the principal amount thereof that is equal to
U.S.$5,000 or any greater integral multiple of U.S.$1,000, at the Holder Option
Redemption Price; provided, however, that installments of interest on Securities
whose Stated Maturity is on or prior to the applicable Optional Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to the
terms hereof and the provisions of Section 3.9 of the Indenture. Such right to
require the redemption of the Securities shall not continue after a discharge of
the Issuer from its obligations with respect to the Securities in accordance
with Article Four of the Indenture, unless the applicable Optional Redemption
Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the
Securities in respect of which a Holder has exercised rights and instead may
elect to convert such Securities, or any portion thereof in integral multiples
of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and
the Company of the conditions set forth in Section 13.2 of the Indenture. Such
Preference Shares shall be exchanged for Ordinary Shares (or, at the option of
the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each
such price will be converted into Dollars at the U.S.$/U.K.(pound) noon buying
rate prevailing on such date.

     In the event of a redemption, cancellation or conversion of this Security
in part only, the Notes evidenced by this Security shall be reduced by the
principal amount so redeemed, cancelled or converted. Thereafter, the Notes
represented by this Security shall be the principal amount of Notes most
recently entered by or on behalf of the Issuer in the relevant column in
Schedule A attached hereto.]

     If an Event of Default (other than that specified in Section 5.1(6),
5.1(7), 5.1(8) or 5.1(9) of the Indenture) shall occur and be continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities may declare the principal of all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture, and upon any such declaration such principal and all
accrued interest thereon shall become immediately due and payable. If an Event
of Default specified in Section 5.1(6), 5.1(7), 5.1(8) or 5.1(9) of the
Indenture occurs, the principal of, and accrued



                                     A-2-6
<PAGE>

interest on, all of the Securities shall ipso facto become immediately due and
payable without any declaration or other Act of the Holder or any act on the
part of the Trustee.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, premium, if any, or interest hereon on or after the
respective due dates expressed herein or for the enforcement of the right to
convert this Security as provided in the Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

     Interest payable in respect of any period which is not a full interest
period will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed.

     In accordance with the provisions of Article Fifteen of the Indenture, the
obligations of the Issuer under the Indenture and the Securities have been
unconditionally and irrevocably guaranteed by Shire Pharmaceuticals Group plc.

     An incorporator or any past, present or future director, officer, employee
or shareholder, as such, of the Issuer or the Company shall not have any
liability for any obligations of the Issuer or the Company under this Security
or the Indenture or for any claim based on, in



                                     A-2-7
<PAGE>

respect of or by reason of such obligations or their creation. By accepting this
Security, each Holder shall waive and release all such liability. Such waiver
and release is part of the consideration for the issue of this Security.

     The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to the conflicts of laws principles thereof.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.




                                     A-2-8
<PAGE>




                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

     The initial principal amount of this Security shall be U.S.$ . The
following decreases/increases in the principal amount of this Security have been
made:

<TABLE>
<CAPTION>
Date of Decrease/         Decrease in            Increase in Principal   Total Principal Amount   Notation Made by or
Increase                  Principal Amount       Amount                  Following such           on Behalf of Trustee
                                                                         Decrease/Increase
<S>                       <C>                    <C>                     <C>                      <C>

------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
                                                                                                                       ]

</TABLE>



                                     A-2-9
<PAGE>
                                                                     EXHIBIT A-3

                      FORM OF UNRESTRICTED GLOBAL SECURITY

                              SHIRE FINANCE LIMITED

                      2% SENIOR GUARANTEED CONVERTIBLE NOTE
                               DUE AUGUST 21, 2011

No. [o]                                                             U.S.$ [o]

CUSIP No. [o]

     Shire Finance Limited, an exempted limited company duly organized and
existing under the laws of the Cayman Islands (herein called the "Issuer", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co. or
registered assigns the principal sum of [o] United States Dollars (U.S.$ [o])
(which principal amount may from time to time be increased or decreased to such
other principal amounts (which, taken together with the principal amounts of all
other Outstanding Securities, shall not exceed U.S.$400 million in the aggregate
at any time) by adjustments endorsed by the Trustee as defined below) on August
21, 2011 and to pay interest thereon, from August 21, 2001, or from the most
recent Interest Payment Date (as defined below) to which interest has been paid
or duly provided for, semi-annually in arrears on February 21 and August 21 in
each year (each, an "Interest Payment Date"), commencing February 21, 2002, at
the rate of 2% per annum, until the principal hereof is due, and at the rate of
2% per annum on any overdue principal and premium, if any, and, to the extent
permitted by law, on any overdue interest until paid. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the 6th day of
February or the 6th day of August (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Except as otherwise provided
in the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on the relevant Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Issuer, notice whereof shall be given to Holders of Definitive Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Payments
of principal shall be made upon the surrender of this Security at the option of
the Holder at the Corporate Trust Office of the Trustee, or at such other office
or agency (in each case, located



                                     A-3-1
<PAGE>

outside the United Kingdom) of the Issuer as may be designated by it for such
purpose in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts, or
at such other offices or agencies (in each case, located outside the United
Kingdom) as the Issuer may designate, by wire transfer to a Dollar account
maintained by the payee with a bank. Payment of interest on this Security will
be made by wire transfer to a Dollar account maintained by the payee with a
bank.

     Except as specifically provided herein and in the Indenture, the Issuer
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     All terms used in this Security which are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly
executed.

                               SHIRE FINANCE LIMITED



                               By:
                                    ----------------------------------------
                                    Name:
                                    Title:





                                     A-3-2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]


     This Security is one of a duly authorized issue of securities of the Issuer
designated as its "2% Senior Guaranteed Convertible Notes due August 21, 2011"
(herein called the "Securities"), limited in aggregate principal amount to
U.S.$400 million, issued and to be issued under an Indenture, dated as of August
21, 2001 (herein called the "Indenture"), between the Issuer, Shire
Pharmaceuticals Group plc, as guarantor (the "Company") and Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

     No sinking fund is provided for the Securities.

     In the event of a redemption of the Securities, the Issuer will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

     Notice to the Holders will be given not less than 30 nor more than 60 days
prior to the applicable Redemption Date as provided in the Indenture.

     In any case where the due date for the payment of the principal of,
premium, if any, or interest on any Security or the last day on which a Holder
of a Security has a right to convert his Security shall be, at any Place of
Payment or Place of Conversion, as the case may be, a day on which banking
institutions at such Place of Payment or Place of Conversion are authorized or
obligated by law or executive order to close, then payment of principal,
premium, if any, or interest, or delivery for conversion of such Security need
not be made on or by such date at such place but may be made on or by the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same
force and effect as if made on the date for such payment or the date fixed for
redemption or repurchase, or by such last day for conversion, and no interest
shall accrue on the amount so payable for the period from and after such due
date.

     The Securities are subject to redemption at the option of the Issuer at any
time on or after August 21, 2004, in whole or in part, upon not less than 30 nor
more than 60 days' notice to the Holders prior to the Redemption Date, at a
redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer
may only exercise this option during this period if the average of the closing
bid and offer quotations per ordinary share published in the London Stock
Exchange ("LSE") Daily Official List for twenty of the thirty consecutive
dealing days ending within 14 days of giving notice of the redemption is at
least 130% of the exchange price in effect on that dealing day. The exchange
price is equal to $1,000 divided by the then applicable Exchange Ratio.



                                     A-3-3
<PAGE>

     Subject to and upon compliance with the provisions of Article Eleven of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof that is U.S.$1,000 or an integral multiple of
U.S.$1,000 may be converted into fully paid and nonassessable Preference Shares
at the conversion price of one Preference Share per U.S.$1,000 principal amount
of Securities. Such conversion right shall commence upon the original issuance
of the Securities and expire at the close of business on August 14, 2011,
subject, in the case of conversion of any Global Security, to any Applicable
Procedures. In case a Security or portion thereof is called for redemption at
the election of the Issuer or the Holder thereof exercises his right to require
the Issuer to redeem the Security, such conversion right in respect of the
Security, or portion thereof so called, shall expire at the close of business on
the Business Day immediately preceding the Redemption Date, Change of Control
Redemption Date or Holder Option Redemption Date, as the case may be, unless the
Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to
any Global Security).

     A Holder of Securities shall not be entitled to any rights of a holder of
Preference Shares until such holder has converted such Security into Preference
Shares, and only to the extent that such Securities are deemed to have been
converted into Preference Shares under Article Eleven of the Indenture.

     In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender such Security, duly endorsed or assigned to the
Issuer or in blank, at any office or agency of the Issuer maintained for that
purpose pursuant to Section 9.2 of the Indenture, accompanied by a duly signed
conversion notice substantially in the form set forth in Exhibit D of the
Indenture stating that the Holder elects to convert such Security or, if less
than the entire principal amount thereof is to be converted, the portion thereof
to be converted. Each Security surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of any Security or portion thereof which
has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date) be accompanied by payment in New York Clearing House funds or other funds
acceptable to the Issuer of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security (or part thereof,
as the case may be) being surrendered for conversion. The interest so payable on
such Interest Payment Date with respect to any Security (or portion thereof, if
applicable) which is surrendered for conversion during the period from the close
of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date and which Security has been
called for redemption on a Redemption Date, or is redeemable on a Change of
Control Redemption Date or a Holder Option Redemption Date, with the consequence
that the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date, shall be
paid to the Holder of such Security being converted in an amount equal to the
interest that would have been payable on such Security if such Security had been
converted as of the close of business on such Interest Payment



                                     A-3-4
<PAGE>

Date. The interest so payable on such Interest Payment Date in respect of any
Security (or portion thereof, as the case may be) which has not been called for
redemption on a Redemption Date, or is not eligible for redemption on a Change
of Control Redemption Date or Holder Option Redemption Date, with the
consequence of termination of the conversion right as aforesaid, which Security
(or portion thereof, as the case may be) is surrendered for conversion during
the period from the close of business on any Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date,
shall be paid to the Holder of such Security as of such Regular Record Date.
Interest payable in respect of any Security surrendered for conversion on or
after an Interest Payment Date shall be paid to the Holder of such Security as
of the next preceding Regular Record Date, notwithstanding the exercise of the
right of conversion. Except as provided in this paragraph and subject to the
last paragraph of Section 3.9 of the Indenture, no cash payment or adjustment
shall be made upon any conversion on account of any interest accrued from the
Interest Payment Date next preceding the conversion date, in respect of any
Security (or part thereof, as the case may be) surrendered for conversion, or on
account of any dividends on the Preference Shares issued upon conversion. The
issue by the Issuer to the Holder of the number of Preference Shares into which
a Security is convertible will be deemed to satisfy the Issuer's obligation to
pay the principal amount of the Security.

     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Preference Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Preference Shares at such time.

     In the case of any Security which is converted in part only, upon such
conversion the Issuer shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Issuer, a
new Security or Securities of authorized denominations in an aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security. A Security may be converted in part, but only if the principal amount
of such Security to be converted is any integral multiple of U.S.$1,000 and the
principal amount of such security to remain Outstanding after such conversion is
equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall
have the right, at the Holder's option, but subject to the provisions of Section
12.2 of the Indenture, to require the Issuer to redeem, and upon the exercise of
such right the Issuer shall redeem, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$1,000, on the Change of Control Redemption Date at the Change of Control
Redemption Price; provided, however, that installments of interest on Securities
whose Stated Maturity is on or prior to the Change of Control Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to the
terms hereof and the provisions of Section 3.9 of the Indenture. Such right to
require the redemption of the Securities shall not continue after a discharge of
the Issuer from its obligations



                                     A-3-5
<PAGE>

with respect to the Securities in accordance with Article Four of the Indenture,
unless a Change in Control shall have occurred prior to such discharge. At the
option of the Issuer, the Issuer may elect not to redeem the Securities in
respect of which a Holder has exercised rights and instead may elect to convert
such Securities, or any portion thereof in integral multiples of $1,000, into
Preference Shares, subject to the fulfillment by the Issuer and the Company of
the conditions set forth in Section 12.2 of the Indenture. Such Preference
Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder
requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the
Holder's option, but subject to the provisions of Section 13.2 of the Indenture,
to require the Issuer to redeem, and upon the exercise of such right the Issuer
shall redeem, all of such Holder's Securities not theretofore called for
redemption, or any portion of the principal amount thereof that is equal to
U.S.$5,000 or any greater integral multiple of U.S.$1,000, at the Holder Option
Redemption Price; provided, however, that installments of interest on Securities
whose Stated Maturity is on or prior to the applicable Optional Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to the
terms hereof and the provisions of Section 3.9 of the Indenture. Such right to
require the redemption of the Securities shall not continue after a discharge of
the Issuer from its obligations with respect to the Securities in accordance
with Article Four of the Indenture, unless the applicable Optional Redemption
Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the
Securities in respect of which a Holder has exercised rights and instead may
elect to convert such Securities, or any portion thereof in integral multiples
of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and
the Company of the conditions set forth in Section 13.2 of the Indenture. Such
Preference Shares shall be exchanged for Ordinary Shares (or, at the option of
the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each
such price will be converted into Dollars at the U.S.$/U.K.(pound) noon buying
rate prevailing on such date.

     In the event of a redemption, cancellation or conversion of this Security
in part only, the Notes evidenced by this Security shall be reduced by the
principal amount so redeemed, cancelled or converted. Thereafter, the Notes
represented by this Security shall be the principal amount of Notes most
recently entered by or on behalf of the Issuer in the relevant column in
Schedule A attached hereto.]

     If an Event of Default (other than that specified in Section 5.1(6),
5.1(7), 5.1(8) or 5.1(9) of the Indenture) shall occur and be continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities may declare the principal of all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture, and upon any such declaration such principal and all
accrued interest thereon shall become immediately due and payable. If an Event
of Default specified in Section 5.1(6), 5.1(7), 5.1(8) or 5.1(9) of the
Indenture occurs, the principal of, and accrued



                                     A-3-6
<PAGE>

interest on, all of the Securities shall ipso facto become immediately due and
payable without any declaration or other Act of the Holder or any act on the
part of the Trustee.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, premium, if any, or interest hereon on or after the
respective due dates expressed herein or for the enforcement of the right to
convert this Security as provided in the Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

     Interest payable in respect of any period which is not a full interest
period will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed.

     In accordance with the provisions of Article Fifteen of the Indenture, the
obligations of the Issuer under the Indenture and the Securities have been
unconditionally and irrevocably guaranteed by Shire Pharmaceuticals Group plc.

     An incorporator or any past, present or future director, officer, employee
or shareholder, as such, of the Issuer or the Company shall not have any
liability for any obligations of the Issuer or the Company under this Security
or the Indenture or for any claim based on, in



                                     A-3-7
<PAGE>

respect of or by reason of such obligations or their creation. By accepting this
Security, each Holder shall waive and release all such liability. Such waiver
and release is part of the consideration for the issue of this Security.

     The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to the conflicts of laws principles thereof.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.




                                     A-3-8
<PAGE>




                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

     The initial principal amount of this Security shall be U.S.$ . The
following decreases/increases in the principal amount of this Security have been
made:

<TABLE>
<CAPTION>
Date of Decrease/         Decrease in            Increase in Principal   Total Principal Amount   Notation Made by or
Increase                  Principal Amount       Amount                  Following such           on Behalf of Trustee
                                                                         Decrease/Increase
<S>                       <C>                    <C>                     <C>                      <C>

------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
------------------        -----------------      ---------------------   -----------------------  --------------------
                                                                                                                       ]


</TABLE>



                                     A-3-9
<PAGE>

                                                                       EXHIBIT B

                           FORM OF DEFINITIVE SECURITY

                           [Insert Applicable Legend]

                              SHIRE FINANCE LIMITED

                      2% SENIOR GUARANTEED CONVERTIBLE NOTE
                               DUE AUGUST 21, 2011

No. [o]                                                          U.S.$ [o]

[ISIN No. [o]]
[CUSIP No. [o]]
[Common Code [o]]

     Shire Finance Limited, an exempted limited company duly organized and
existing under the laws of the Cayman Islands (herein called the "Issuer", which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to [o] or registered
assigns, the principal sum of [o] United States Dollars (U.S.$ [o]) on August
21, 2011 and to pay interest thereon, from August 21, 2001, or from the most
recent Interest Payment Date (as defined below) to which interest has been paid
or duly provided for, semi-annually in arrears on February 21 and August 21 in
each year (each, an "Interest Payment Date"), commencing February 21, 2002, at
the rate of 2% per annum, until the principal hereof is due, and at the rate of
2% per annum on any overdue principal and premium, if any, and, to the extent
permitted by law, on any overdue interest until paid. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the 6th day of
February or the 6th day of August (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Except as otherwise provided
in the Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on the relevant Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Issuer, notice whereof shall be given to Holders of Definitive Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Payments
of principal shall be made upon the surrender of this Security at the option of
the Holder at the Corporate Trust Office of the Trustee, or at such other office
or agency (in each case, located outside the United Kingdom) of the Issuer as
may



                                      B-1
<PAGE>

be designated by it for such purpose in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or at such other offices or agencies (in
each case, located outside the United Kingdom) as the Issuer may designate, by
Dollar check drawn on, or wire transfer to, a Dollar account (such a wire
transfer to be made only to a Holder of an aggregate principal amount of
Definitive Securities in excess of U.S.$2,000,000, and only if such Holder shall
have furnished wire instructions in writing to the Trustee no later than 15 days
prior to the relevant payment date) maintained by the payee with a bank. Payment
of interest on this Security may be made by Dollar check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register, or, upon written application by the Holder to the Security Registrar
setting forth wire instructions not later than the relevant Record Date, by wire
transfer to a Dollar account (such a wire transfer to be made only to a Holder
of an aggregate principal amount of Definitive Securities in excess of
U.S.$2,000,000 and only if such Holder shall have furnished wire instructions in
writing to the Trustee no later than 15 days prior to the relevant payment date)
maintained by the payee with a bank.

     Except as specifically provided herein and in the Indenture, the Issuer
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     All terms used in this Security which are not otherwise herein defined
shall have the meanings assigned to them in the Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Issuer has caused this Security to be duly
executed.

                                 SHIRE FINANCE LIMITED



                                 By:
                                      --------------------------------
                                      Name:
                                      Title:

Attest:


------------------------
Name:
Title:




                                      B-2
<PAGE>


                          [FORM OF REVERSE OF SECURITY]


     This Security is one of a duly authorized issue of securities of the Issuer
designated as its "2% Senior Guaranteed Convertible Notes due August 21, 2011"
(herein called the "Securities"), limited in aggregate principal amount to
U.S.$400 million, issued and to be issued under an Indenture, dated as of August
21, 2001 (herein called the "Indenture"), between the Issuer, Shire
Pharmaceuticals Group plc, as guarantor (the "Company") and Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. As provided in the Indenture and subject
to certain limitations therein set forth, Definitive Securities are exchangeable
for a like aggregate principal amount of Definitive Securities of any authorized
denominations as requested by the Holder surrendering the Definitive Security or
Definitive Securities to be exchanged, at the Corporate Trust Office of the
Trustee. The Trustee upon such surrender by the Holder will issue the new
Definitive Securities in the requested denominations.

     No sinking fund is provided for the Securities.

     In the event of a redemption of the Securities, the Issuer will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

     Notice to the Holders will be given not less than 30 nor more than 60 days
prior to the applicable Redemption Date as provided in the Indenture.

     In any case where the due date for the payment of the principal of,
premium, if any, or interest on any Security or the last day on which a Holder
of a Security has a right to convert his Security shall be, at any Place of
Payment or Place of Conversion, as the case may be, a day on which banking
institutions at such Place of Payment or Place of Conversion are authorized or
obligated by law or executive order to close, then payment of principal,
premium, if any, or interest, or delivery for conversion of such Security need
not be made on or by such date at such place but may be made on or by the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law or executive order to close, with the same
force and effect as if made on the date for such payment or the date fixed for
redemption or repurchase, or by such last day for conversion, and no interest
shall accrue on the amount so payable for the period from and after such due
date.

     The Securities are subject to redemption at the option of the Issuer at any
time on or after August 21, 2004, in whole or in part, upon not less than 30 nor
more than 60 days' notice to the Holders prior to the Redemption Date, at a
redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer
may only exercise this option during this period if the average of the closing
bid and



                                      B-3
<PAGE>

offer quotations per ordinary share published in the London Stock Exchange
("LSE") Daily Official List for twenty of the thirty consecutive dealing days
ending within 14 days of giving notice of the redemption is at least 130% of the
exchange price in effect on that dealing day. The exchange price is equal to
$1,000 divided by the then applicable Exchange Ratio.

     Subject to and upon compliance with the provisions of Article Eleven of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof that is U.S.$1,000 or an integral multiple of
U.S.$1,000 may be converted into fully paid and nonassessable Preference Shares
at the conversion price of one Preference Share per U.S.$1,000 principal amount
of Securities. Such conversion right shall commence upon the original issuance
of the Securities and expire at the close of business on August 14, 2011,
subject, in the case of conversion of any Global Security, to any Applicable
Procedures. In case a Security or portion thereof is called for redemption at
the election of the Issuer or the Holder thereof exercises his right to require
the Issuer to redeem the Security, such conversion right in respect of the
Security, or portion thereof so called, shall expire at the close of business on
the Business Day immediately preceding the Redemption Date, Change of Control
Redemption Date or Holder Option Redemption Date, as the case may be, unless the
Issuer defaults in making the payment due upon redemption, as the case may be
(in each case subject as aforesaid to any Applicable Procedures with respect to
any Global Security).

     A Holder of Securities shall not be entitled to any rights of a holder of
Preference Shares until such holder has converted such Security into Preference
Shares, and only to the extent that such Securities are deemed to have been
converted into Preference Shares under Article Eleven of the Indenture.

     In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender such Security, duly endorsed or assigned to the
Issuer or in blank, at any office or agency of the Issuer maintained for that
purpose pursuant to Section 9.2 of the Indenture, accompanied by a duly signed
conversion notice substantially in the form set forth in Exhibit D of the
Indenture stating that the Holder elects to convert such Security or, if less
than the entire principal amount thereof is to be converted, the portion thereof
to be converted. Each Security surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of any Security or portion thereof which
has been called for redemption on a Redemption Date, or is to be redeemed on a
Change of Control Redemption Date or Holder Option Redemption Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date) be accompanied by payment in New York Clearing House funds or other funds
acceptable to the Issuer of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security (or part thereof,
as the case may be) being surrendered for conversion. The interest so payable on
such Interest Payment Date with respect to any Security (or portion thereof, if
applicable) which is surrendered for conversion during the period from the close
of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date and which Security has been
called for redemption on a Redemption Date, or is redeemable on a



                                      B-4
<PAGE>

Change of Control Redemption Date or a Holder Option Redemption Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date, shall be paid to the Holder of such Security being converted in an amount
equal to the interest that would have been payable on such Security if such
Security had been converted as of the close of business on such Interest Payment
Date. The interest so payable on such Interest Payment Date in respect of any
Security (or portion thereof, as the case may be) which has not been called for
redemption on a Redemption Date, or is not eligible for redemption on a Change
of Control Redemption Date or Holder Option Redemption Date, with the
consequence of termination of the conversion right as aforesaid, which Security
(or portion thereof, as the case may be) is surrendered for conversion during
the period from the close of business on any Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date,
shall be paid to the Holder of such Security as of such Regular Record Date.
Interest payable in respect of any Security surrendered for conversion on or
after an Interest Payment Date shall be paid to the Holder of such Security as
of the next preceding Regular Record Date, notwithstanding the exercise of the
right of conversion. Except as provided in this paragraph and subject to the
last paragraph of Section 3.9 of the Indenture, no cash payment or adjustment
shall be made upon any conversion on account of any interest accrued from the
Interest Payment Date next preceding the conversion date, in respect of any
Security (or part thereof, as the case may be) surrendered for conversion, or on
account of any dividends on the Preference Shares issued upon conversion. The
issue by the Issuer to the Holder of the number of Preference Shares into which
a Security is convertible will be deemed to satisfy the Issuer's obligation to
pay the principal amount of the Security.

     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Preference Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Preference Shares at such time.

     In the case of any Security which is converted in part only, upon such
conversion the Issuer shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Issuer, a
new Security or Securities of authorized denominations in an aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security. A Security may be converted in part, but only if the principal amount
of such Security to be converted is any integral multiple of U.S.$1,000 and the
principal amount of such security to remain Outstanding after such conversion is
equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall
have the right, at the Holder's option, but subject to the provisions of Section
12.2 of the Indenture, to require the Issuer to redeem, and upon the exercise of
such right the Issuer shall redeem, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$5,000 or any greater integral multiple of
U.S.$1,000, on the Change of Control Redemption Date at the Change of Control
Redemption Price; provided,



                                      B-5
<PAGE>

however, that installments of interest on Securities whose Stated Maturity is on
or prior to the Change of Control Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Record Date according to the terms hereof and the
provisions of Section 3.9 of the Indenture. Such right to require the redemption
of the Securities shall not continue after a discharge of the Issuer from its
obligations with respect to the Securities in accordance with Article Four of
the Indenture, unless a Change in Control shall have occurred prior to such
discharge. At the option of the Issuer, the Issuer may elect not to redeem the
Securities in respect of which a Holder has exercised rights and instead may
elect to convert such Securities, or any portion thereof in integral multiples
of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and
the Company of the conditions set forth in Section 12.2 of the Indenture. Such
Preference Shares shall be exchanged for Ordinary Shares (or, at the option of
the Holder requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the
Holder's option, but subject to the provisions of Section 13.2 of the Indenture,
to require the Issuer to redeem, and upon the exercise of such right the Issuer
shall redeem, all of such Holder's Securities not theretofore called for
redemption, or any portion of the principal amount thereof that is equal to
U.S.$5,000 or any greater integral multiple of U.S.$1,000, at the Holder Option
Redemption Price; provided, however, that installments of interest on Securities
whose Stated Maturity is on or prior to the applicable Optional Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to the
terms hereof and the provisions of Section 3.9 of the Indenture. Such right to
require the redemption of the Securities shall not continue after a discharge of
the Issuer from its obligations with respect to the Securities in accordance
with Article Four of the Indenture, unless the applicable Optional Redemption
Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the
Securities in respect of which a Holder has exercised rights and instead may
elect to convert such Securities, or any portion thereof in integral multiples
of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and
the Company of the conditions set forth in Section 13.2 of the Indenture. Such
Preference Shares shall be exchanged for Ordinary Shares (or, at the option of
the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each
such price will be converted into Dollars at the U.S.$/U.K.(pound) noon buying
rate prevailing on such date.

     In the event of a redemption, cancellation or conversion of this Security
in part only, a new Definitive Security or Definitive Securities for the
unredeemed, non-cancelled or unconverted portion hereof will be issued in the
name of the Holder hereof.]

     If an Event of Default (other than that specified in Section 5.1(6),
5.1(7), 5.1(8) or 5.1(9) of the Indenture) shall occur and be continuing, then
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities may declare the principal of all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture, and upon any such declaration such principal and all
accrued



                                      B-6
<PAGE>

interest thereon shall become immediately due and payable. If an Event of
Default specified in Section 5.1(6), 5.1(7), 5.1(8) or 5.1(9) of the Indenture
occurs, the principal of, and accrued interest on, all of the Securities shall
ipso facto become immediately due and payable without any declaration or other
Act of the Holder or any act on the part of the Trustee.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, premium, if any, or interest hereon on or after the
respective due dates expressed herein or for the enforcement of the right to
convert this Security as provided in the Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Definitive Securities is registrable on the Security
Register upon surrender of a Definitive Security for registration of transfer at
the Corporate Trust Office of the Trustee or at such other office or agency (in
each case, located outside the United Kingdom) of the Company as may be
designated by it for such purpose in the State of New York, City of New York, or
at such other offices or agencies (in each case, located outside the United
Kingdom) as the Company may designate, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder



                                      B-7
<PAGE>

thereof or his attorney duly authorized in writing, and thereupon one or more
new Definitive Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees by the Security Registrar. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment
of a sum sufficient to recover any tax or other governmental charge payable in
connection therewith.

     Prior to due presentation of a Definitive Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Definitive Security is registered as the
owner thereof for all purposes, whether or not such Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

     Interest payable in respect of any period which is not a full interest
period will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed.

     In accordance with the provisions of Article Fifteen of the Indenture, the
obligations of the Issuer under the Indenture and the Securities have been
unconditionally and irrevocably guaranteed by Shire Pharmaceuticals Group plc.

     An incorporator or any past, present or future director, officer, employee
or shareholder, as such, of the Issuer or the Company shall not have any
liability for any obligations of the Issuer or the Company under this Security
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting this Security, each Holder shall
waive and release all such liability. Such waiver and release is part of the
consideration for the issue of this Security.

     The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to the conflicts of laws principles thereof.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.




                                      B-8
<PAGE>
                                                                       EXHIBIT C

                     Form of Certificate of Authentication.

     The Trustee's certificates of authentication shall be in substantially the
following form:

Dated:  [Date of Authentication]

     This is one of the Securities referred to in the within-mentioned
Indenture.

                                      -----------------------------------------
                                       as Trustee



                                 By:
                                      -----------------------------------------
                                                 Authorized Signatory






                                      C-1
<PAGE>



                                                                       EXHIBIT D

                     Form of Conversion and Exchange Notice


                         CONVERSION AND EXCHANGE NOTICE



     The undersigned Holder of this Security hereby irrevocably exercises the
option to convert this Security, or any portion of the principal amount hereof
(which is an integral multiple of U.S. $1,000) below designated, into Preference
Shares in accordance with the terms of the Indenture referred to in this
Security, and directs that such Preference Shares, any Ordinary Shares or ADSs
which may be issued upon exchange of such Preference Shares and any Definitive
Securities representing any unconverted principal amount hereof, be issued to
and be registered in the name of the undersigned unless a different name has
been indicated below. The undersigned Holder of this Security hereby irrevocably
appoints the Issuer or any of its agents to execute (outside the United Kingdom)
on behalf of such Holder any document necessary to effect the exchange of any
Preference Shares issued to such Holder on conversion of this Security. Any
Definitive Security representing any unconverted principal amount hereof will be
delivered to the name of the undersigned unless a different name has been
indicated below. If Preference Shares, Ordinary Shares, ADSs or Securities are
to be issued to or registered in the name of a Person other than the
undersigned, the undersigned will pay all taxes or duties payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Security. Capitalized terms used herein but not
defined herein shall have the meanings set forth in the Indenture.



Dated:  _____________________

                                      -------------------------------------
                                                  Signature




                                                [Signature Guaranteed]


                                      D-1
<PAGE>





<TABLE>
<CAPTION>
<S>                                                 <C>
If Definitive Securities, Preference Shares         If only a portion of the
or Ordinary Shares or ADSs issued in exchange       Securities is to be converted,
for Preference Shares are to be registered in or    please indicate:
delivered to the name of a Person other than
the Holder, please print such Person's name
and address (note that all such securities must be  1. Principal amount to be converted:
delivered to or registered in the name of only
one Person):
                                                    U.S.$___________

                                                    (any integral multiple of U.S.$1,000)
-------------------------------------
                           Name                     2. Principal amount and
                                                    denomination of Securities
                                                    representing unconverted
                                                    principal amount to be
                                                    issued:

-------------------------------------
                          Address                   Amount:  U.S.$________

                                                    Denominations:
                                                    U.S.$______
                                                   (any integral multiple of U.S.$1,000)
-------------------------------------
Social Security or other Taxpayer
Identification Number, if any
                                                   Indicate account details where any
                                                   cash payments shall be made:

</TABLE>



-------------------------------------


Please indicate whether Ordinary Shares or ADSs to be received upon exchange of
Preference Shares if the Issuer does not exercise its option to procure the
delivery of cash:

         / /   Ordinary Shares
         / /   ADSs


                                      D-2
<PAGE>




                                                                       EXHIBIT E

            Form of Notice of Redemption at the Option of the Holder
            --------------------------------------------------------


                    ELECTION OF HOLDER TO REQUIRE REDEMPTION

     1. Pursuant to [Section 12.1][Section 13.1] of the Indenture, the
undersigned hereby elects to have this Security redeemed by the Issuer.

     2. The undersigned hereby directs the Trustee or the Issuer to pay it or
__________________ an amount in cash or, at the Issuer's election, that the
Issuer procures the issue of Ordinary Shares (or ADSs, at the undersigned's
election) to __________________ in exchange for the Preference Shares into which
the Securities may at the Issuer's option, be converted, valued as set forth in
the Indenture, equal to [101%][100%] of the principal amount to be
redeemed/converted (as set forth below), plus interest accrued to the [Change of
Control Redemption Date ][Holder Option Redemption Date], as provided in the
Indenture. If Preference Shares, Ordinary Shares, ADSs or Securities are to be
issued to or registered in the name of a Person other than the undersigned, the
undersigned will pay all taxes or duties payable with respect thereto.

     3. The undersigned hereby irrevocably appoints the Issuer or any of its
agents to execute (outside the United Kingdom) on its behalf any document
necessary to effect the exchange of any Preference Shares issued on conversion
of this Security in lieu of redemption.

[Check if applicable]:     / / The undersigned hereby certifies that [include
                           if notice is delivered pursuant to Section 12.1:
                           the Company Notice was not delivered to the
                           undersigned in the United States and] as of the date
                           of this notice, the undersigned is not in the United
                           States, as defined in Regulation S under the U.S.
                           Securities Act of 1933.



                           Dated:
                                  -------------------------------------


                                  -------------------------------------
                                               Signature


                                  -------------------------------------
                                         Signature Guaranteed



                                       E-1
<PAGE>

Principal amount to be redeemed
(must be equal to U.S. $5,000 or any
greater integral multiple of U.S.$1,000):

Remaining principal amount following such redemption:

Please indicate whether Ordinary Shares or ADSs to be received in lieu of
redemption, if the Issuer elects to convert the Securities into Preference
Shares:

         / /   Ordinary Shares
         / /   ADSs

----------------------

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.


                                      E-2
<PAGE>




                                                                       EXHIBIT F

                                Form of Guarantee

                                    GUARANTEE

     For value received, SHIRE PHARMACEUTICALS GROUP PLC, a public limited
company organized and existing under the laws of England and Wales (herein
called the "Guarantor", which term includes any successor Person under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby irrevocably and unconditionally guarantees to the Holder of the Security
upon which this Guarantee is endorsed, and to the Trustee for itself and on
behalf of each such Holder, the due and punctual payment of (i) the principal of
(and premium, if any, on) and interest, if any, on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption at the option of the Issuer or
the Holder, or otherwise, in accordance with the terms of said Security and of
the Indenture and (ii) all other obligations of the Company hereunder, including
without limitation Section 6.7 (other than, for the avoidance of doubt, the
obligations of the Issuer relating to the exchange of Preference Shares for
Ordinary Shares or ADSs). In case of the failure of the Issuer punctually to
make any such payment of principal (or premium, if any) or interest, if any, the
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Issuer.

     The Guarantor hereby agrees that it shall make all payments in respect of
principal of (and premium, if any, on) and interest (including interest on
amounts in default), if any, on the Securities or the payment of any other sums
due on the Securities pursuant to this Guarantee without deduction or
withholding for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied upon or
as a result of such payments by or on behalf of any taxing authority, unless
deduction or withholding of such taxes, duties, assessments or governmental
charges is required by law.

     The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the validity, regularity or enforceability of
said Security or the Indenture, the absence of any action to enforce the same,
any waiver or consent by the Holder of said Security or by the Trustee or the
Paying Agent with respect to any provisions thereof or of the Indenture, the
recovery of any judgment against the Issuer or any action to enforce the same or
any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest or notice with respect to said Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by complete performance of its
obligations contained in the Indenture, said Security and this Guarantee.



                                      F-1
<PAGE>

     The Holder of the Security on which this Guarantee is endorsed is entitled
to the further benefits relating thereto set forth in the Security and the
Indenture. No reference herein to the Indenture and no provision of this
Guarantee, said Security or the Indenture shall alter or impair the guarantee of
the Guarantor, which is absolute and unconditional, of the due and punctual
payment of the principal of (and premium, if any, on) and interest, if any, the
Security upon which this Guarantee is endorsed.

     The Indenture, the Securities and this Guarantee are governed by and will
be construed in accordance with the laws of the State of New York, without
regard to the applicable principles of conflicts of laws to the extent that the
application of the laws of another jurisdiction would be required thereby.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET
FORTH IN SAID SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     Terms used in this Guarantee and not defined herein shall have the meaning
assigned to them in the Indenture.

     This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the within Security has been executed by the
Trustee, directly or through an Authenticating Agent, by manual or facsimile
signature of an authorized signatory.


                                      F-2
<PAGE>


     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.


Dated:


                              SHIRE PHARMACEUTICALS GROUP PLC


                              By:
                                   --------------------------------------------
                                   Name:
                                   Title:






                                      F-3
<PAGE>



                                                                       EXHIBIT G

                Form of Certificate To Be Delivered in Connection
                    with Transfers Pursuant to Regulation S
                -------------------------------------------------




The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

Re:      Shire Finance Limited (the "Issuer")
         2.0% Guaranteed Convertible Senior Notes due 2011 (the "Securities")

Ladies and Gentlemen:

     In connection with our proposed sale of $____________ principal amount of
the Securities, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the U.S. Securities Act of 1933 and,
accordingly, we represent that:

     (1) the offer of the Securities was not made to a person in the United
States;

     (2) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States;

     (3) no directed selling efforts have been made by us in the United States
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
S, as applicable;

     (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the U.S. Securities Act of 1933.

     You, the Issuer and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate but
not defined herein have the meanings set forth in Regulation S.

Very truly yours,



[Name of Transferor]



By:_________________________
    (authorized signatory)



                                      G-1