Exhibit 4.30

|AGREEMENT                                                                                                         
|------------------------------------------------------------------------------------------------------------------
|                                                                                                                  
|                                                                                                                  
|dated 20 March 2003                                                                                               
|                                                                                                                  
|                                                                                                                  
|between                                                                                                           
|                                                                                                                  
|                                                                                                                  
|Smith & Nephew plc                                                                                                
|15 Adam Street, London WC2N 6LA                                                                                   
|                                                                                                                  
|and                                                                                                               
|                                                                                                                  
|Meadowclean Limited                                                                                               
|(in the process of re-registering as a UK registered public
company changing its name to Smith & Nephew Group plc)
|                                                                                                                  
|and                                                                                                               
|                                                                                                                  
|Centerpulse Ltd                                                                                                   
|Andreasstrasse 15, 8050 Zurich                                                                                    
|                                                                                                                  
|                                                                                                                  
|relating to                                                                                                       
|                                                                                                                  
|                                                                                                                  
|the Combination of Smith & Nephew and the Company                                                                 
|                                                                                                                  

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TABLE OF CONTENTS

|I   | PUBLIC OFFER              |                                            | 5 
|--- | ------------------------- | ------------------------------------------ | --
|    | 1                         | Structure                                  |   
|    | 2                         | Offer Restrictions                         |   
|    | 3                         | Offer Price                                |   
|    | 4                         | Conditions                                 |   
|    | 5                         | Offeror's and Smith & Nephew's Obligations |   
|    | 6                         | Company's Obligations                      |   
|    | 7                         | Board Approvals                            |   
|    | 8                         | Corrections to Offer Documents             |   
|    | 9                         | Rights Under Stock Option Plans            |   
|II  | COVENANTS                 |                                            | 9 
|    | 1                         | Board Representation                       |   
|    | 2                         | Company's Manufacturing Facilities         |   
|    | 3                         | Management                                 |   
|    | 4                         | Listing                                    |   
|    | 5                         | No Solicitation                            |   
|    | 6                         | Co-operation; Confidentiality              |   
|    | 7                         | Cost Reimbursement                         |   
|    | 8                         | Conduct of Business                        |   
|    | 9                         | Reasonable Efforts; Filings                |   
|    | 10                        | Notification of Certain Matters            |   
|III | TERMINATION AND AMENDMENT |                                            | 12
|    | 1                         | Termination                                |   
|    | 2                         | Effect of Termination                      |   
|    | 3                         | Amendment                                  |   
|IV  | MISCELLANEOUS             |                                            | 12
|    | 1                         | Waiver of Standstill Provisions            |   
|    | 2                         | Entire Agreement; Assignment               |   
|    | 3                         | Validity                                   |   
|    | 4                         | Notices                                    |   
|    | 5                         | Fees and Expenses                          |   
|    | 6                         | Public Disclosure                          |   
|    | 7                         | Governing Law                              |   
|    | 8                         | Arbitration                                |   

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TABLE OF ANNEXES

|Annex I.4 a): | Form of Pre-Announcement                                                                            
|------------- | ----------------------------------------------------------------------------------------------------
|Annex 1.7 a): | Fairness Opinion of each of UBS Warburg and Lehman Brothers to the Board of Directors of the Company

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RECITALS

WHEREAS,
the board of directors of each of Smith & Nephew and the Company has determined that in light of the potential benefits from a strategic combination of their respective businesses it
is in the best interests of their respective shareholders for the Offeror, the proposed new holding company of Smith & Nephew, which will be a UK registered public company, resident in
Switzerland and listed on the London Stock Exchange and on the SWX Swiss Exchange, to acquire control of the Company upon the terms and subject to the conditions set forth in this agreement (this
"Agreement");

WHEREAS,
the boards of directors of Smith & Nephew and the Offeror have adopted resolutions (a) approving the acquisition of the Company by the Offeror, this Agreement and the
transactions contemplated hereby, and (b) (in the case of Smith & Nephew only) recommending that the shareholders of Smith & Nephew approve this Agreement and the transactions
contemplated hereby;

WHEREAS,
the board of directors of the Company has obtained fairness opinions and adopted resolutions (a) approving the acquisition of the Company by the Offeror, this Agreement and the
transactions contemplated hereby, and (b) recommending to the Company's shareholders to tender their shares in the Offer (as defined herein);

WHEREAS,
Incentive Capital AG, an investment company organized under the laws of Switzerland and listed on the SWX Swiss Exchange (the "Shareholder"), holds indirectly through its wholly-owned
subsidiary Incentive Jersey Ltd, 13.14% of the Company Shares (as defined herein) and rights to acquire further 5.77% of the Company Shares, Smith & Nephew and the Shareholder have
agreed, by way of a separate transaction agreement dated the date hereof, that the Offeror shall acquire all the outstanding shares of the Shareholder by way of a public offer (the "Parallel Public
Offer"), which is to be launched and conducted in parallel to the Offer with respect to the Company;

WHEREAS,
the Offeror, Smith & Nephew and the Company desire to make certain arrangements and covenants in relation to the Offer contemplated in this Agreement;

NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

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|MEADOWCLEAN LIMITED |                              | 
|------------------- | ---------------------------- | 
|                    |                              | 
|By:                 | /s/ Pierre-André Chappotte   | 
|Name:               | Pierre-André Chappotte       | 
|Title:              | Director                     | 
|                    |                              | 
|By:                 | /s/ Antoine Vidts            | 
|Name:               | Antoine Vidts                | 
|Title:              | Director                     | 
|                    |                              | 
|SMITH & NEPHEW PLC  |                              | 
|                    |                              | 
|By:                 | /s/ Christopher J. O'Donnell | 
|Name:               | Christopher J. O'Donnell     | 
|Title:              | Chief Executive              | 
|                    |                              | 
|By:                 | /s/ Peter Hooley             | 
|Name:               | Peter Hooley                 | 
|Title:              | Finance Director             | 
|                    |                              | 
|CENTERPULSE LTD     |                              | 
|                    |                              | 
|By:                 | /s/ Max Link                 | 
|Name:               | Dr. Max Link                 | 
|Title:              | Chairman & CEO               | 
|                    |                              | 
|By:                 | Urs Kamber                   | 
|Name:               | Urs Kamber                   | 
|Title:              | CFO                          | 

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