Unassociated Document


    EXHIBIT 10.27

    
      


      THE
SHIRE PORTFOLIO SHARE PLAN

      


       

      


      


      


      ________________________________________

      


      Directors’
approval: 7 April 2008 

      Shareholders’
approval: 10 April 2008 

      Expiry date: 28
October 2015

      ________________________________________

      


       

      


      


      


      SLAUGHTER
AND MAY


      One
Bunhill Row


      London


      EC1Y
8YY


      (JZF)

      


      502222273

      


      


       

      


      


      As
amended to 27 April 2010

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
 

    

    
      The
Shire Portfolio Share Plan

      


      PLAN
SUMMARY

      


      The Shire Portfolio
Share Plan has been set up to encourage the holding of shares in Shire plc (the
“Company”) by or for the
benefit of bona fide employees and former employees of the Company and its
subsidiaries.

      


      The Plan is
intended to align the interests of selected employees of the Company with long
term shareholder value creation. Participation in the Plan is discretionary.
Under the Plan, eligible employees may be granted awards in respect of shares in
the Company. Awards granted to executive directors will be subject to a
performance target which must, in normal circumstances, be met before the award
vests. Performance targets will normally be measured over a period of not less
than three years. Special rules apply in the event of the participant’s
employment terminating early or on a change of control of the
Company.

      


      The Plan is split
into two separate parts, which can be operated separately.

      


      Under Part A of the
Plan, SAR Awards can be granted. A SAR Award is the right to receive shares in
the Company linked to the increase in value of a specified number of shares over
a period between one and seven years from the date of grant and, in the case of
executive directors, subject to the satisfaction of performance targets. SAR
Awards granted to executive directors and individuals who hold the position of
Executive Vice-President will normally vest three years after the date of grant,
subject to the satisfaction of performance targets in the case of executive
directors. SAR Awards granted to individuals who are not executive directors of
the Company and who do not hold the position of Executive Vice-President of the
Company will normally vest in tranches on such dates, as the Committee may
determine with the first vesting not being earlier than the first anniversary of
the Date of Grant. SAR Awards can be exercised up until the seventh anniversary
of the date of grant.

      


      Under Part B of the
Plan, PSA Awards can be granted. A PSA Award is the right to receive a specified
number of shares between one and three years from the date of grant. In the
case of executive directors, performance targets must be satisfied before a PSA
Award vests. PSA Awards granted
to executive directors and individuals who hold the position of Executive
Vice-President will normally vest three years after the date of grant, subject
to the satisfaction of performance targets in the case of executive directors.
PSA
Awards granted to individuals who are not executive directors of the Company and
who do not hold the position of Executive Vice-President of the Company will
normally vest in tranches on such dates, as the Committee may determine with the
first vesting not being earlier than the first anniversary of the Date of Grant.
Upon vesting of the PSA Award, shares will be released to the participant
automatically without any action on the part of the participant.

      


      It
is the Company’s intention for awards granted under the Plan to be comprised of
either or both a SAR Award and a PSA Award.

      


      This summary of the
Plan does not form part of the rules of the Plan which apply in the event of any
inconsistency.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        THE RULES OF THE SHIRE
PORTFOLIO SHARE PLAN


        CONTENTS

         

      

       

      
        	 
      	 
      	 
      	
                Page

              
	
                PART
      A – STOCK-SETTLED STOCK APPRECIATION RIGHTS AWARDS

              	 
      
	 	 	 
	
                1.

              	
                INTERPRETATION
      AND CONSTRUCTION

              	
                1

              
	 
      	
                1.1

              	
                Definitions

              	
                1

              
	 
      	
                1.2

              	
                Meaning of
      ceasing to be employed within the Group

              	
                4

              
	 
      	
                1.3

              	
                Construction

              	
                5

              
	 
      	
                1.4

              	
                Governing
      law

              	
                5

              
	 
      	
                1.5

              	
                Administration

              	
                5

              
	 
      	
                1.6

              	
                Disputes

              	
                5

              
	 	 	 
	
                2.

              	
                ELIGIBILITY

              	
                5

              
	 	 	 
	
                3.

              	
                GRANT OF SAR
      AWARDS

              	
                6

              
	 
      	
                3.1

              	
                Operation of
      Part A of the Plan

              	
                6

              
	 
      	
                3.2

              	
                Grant of SAR
      Awards

              	
                6

              
	 
      	
                3.3

              	
                Shares or
      ADSs comprised in a SAR Award

              	
                7

              
	 
      	
                3.4

              	
                Adjustment of
      Performance Targets

              	
                7

              
	 
      	
                3.5

              	
                Deed of grant
      for SAR Awards

              	
                8

              
	 	 	 
	
                4.

              	
                INDIVIDUAL
      LIMIT

              	
                8

              
	 	 	 
	
                5.

              	
                VESTING OF
      SAR AWARDS

              	
                8

              
	 
      	
                5.1

              	
                General

              	
                8

              
	 
      	
                5.2

              	
                Vesting of
      SAR Awards

              	
                8

              
	 
      	
                5.3

              	
                Notification
      to Participant

              	
                9

              
	 	 	 
	
                6.

              	
                EXERCISE OF
      SAR AWARDS AND RELEASE OF SHARES

              	
                9

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


      
        	 
      	
                6.1

              	
                Exercise of
      SAR Awards

              	
                9

              
	 
      	
                6.2

              	
                Share Dealing
      Code

              	
                10

              
	 
      	
                6.3

              	
                Issue or
      Transfer of Shares on exercise of a Vested SAR Award

              	
                10

              
	 	 	 
	
                7.

              	
                RESTRICTIONS
      UPON VESTING

              	
                11

              
	 
      	
                7.1

              	
                General

              	
                11

              
	 
      	
                7.2

              	
                Lapsing of
      SAR Awards

              	
                11

              
	 
      	
                7.3

              	
                Cessation of
      employment - general

              	
                11

              
	 
      	
                7.4

              	
                Cessation of
      employment - Vested SAR Awards

              	
                12

              
	 
      	
                7.5

              	
                Cessation of
      employment – Unvested SAR Awards

              	
                12

              
	 
      	
                7.6

              	
                Death of a
      Participant

              	
                13

              
	 	 	 
	
                8.

              	
                LAPSE OF SAR
      AWARDS

              	
                13

              
	 	 	 
	
                9.

              	
                CHANGE IN
      CONTROL AND LIQUIDATION

              	
                14

              
	 
      	
                9.1

              	
                General
      Offer

              	
                14

              
	 
      	
                9.2

              	
                Part 18
      Companies (Jersey) Law 1991

              	
                14

              
	 
      	
                9.3

              	
                Article 125
      Companies (Jersey) Law 1991

              	
                14

              
	 
      	
                9.4

              	
                Winding-up

              	
                14

              
	 
      	
                9.5

              	
                Vesting of
      SAR Awards

              	
                14

              
	 
      	
                9.6

              	
                Exchange of
      SAR Awards

              	
                15

              
	 
      	
                9.7

              	
                Overriding
      Provision

              	
                16

              
	 	
                 

              	 
	
                10.

              	
                NON-TRANSFERABILITY
      OF SAR AWARDS

              	
                17

              
	 	
                 

              	 
	
                11.

              	
                LOSS OF
      OFFICE

              	
                17

              
	 	
                 

              	 
	
                12.

              	
                VARIATION OF
      CAPITAL

              	
                17

              
	 
      	
                12.1

              	
                General

              	
                17

              
	 
      	
                12.2

              	
                Adjustment of
      SAR Awards

              	
                18

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


      
        	 
      	
                12.3

              	
                Notification
      of adjustment

              	
                18

              
	 	 	 
	
                13.

              	
                GENERAL

              	
                18

              
	 
      	
                13.1

              	
                Administration

              	
                18

              
	 
      	
                13.2

              	
                Costs and
      expenses

              	
                18

              
	 
      	
                13.3

              	
                Power of
      amendment

              	
                18

              
	 
      	
                13.4

              	
                Sub
      plans

              	
                19

              
	 
      	
                13.5

              	
                Termination

              	
                19

              
	 	 	 
	
                14.

              	
                PLAN
      LIMITS

              	
                19

              
	 
      	
                14.1

              	
                General

              	
                19

              
	 
      	
                14.2

              	
                Meaning of
      terms used in Rule 14

              	
                20

              
	 
      	
                14.3

              	
                10% in 10
      years for all schemes

              	
                20

              
	 
      	
                14.4

              	
                5% in 10
      years for discretionary schemes

              	
                21

              
	 
      	
                14.5

              	
                Life of
      Plan

              	
                21

              
	 	 	 
	
                15.

              	
                NOTICES

              	
                21

              
	 
      	
                15.1

              	
                To Eligible
      Employees and Participants

              	
                21

              
	 
      	
                15.2

              	
                To the
      Company

              	
                22

              
	 
      	
                15.3

              	
                To the
      Trustee

              	
                22

              
	 	 
	
                SCHEDULE -
      PERFORMANCE TARGET

              	
                23

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


      
        	
                PART
      B – PERFORMANCE SHARE AWARDS

              	 
      
	 	 
	
                1.

              	
                INTERPRETATION
      AND CONSTRUCTION

              	
                24

              
	 
      	
                1.1

              	
                Definitions

              	
                24

              
	 
      	
                1.2

              	
                Meaning of
      ceasing to be employed within the Group

              	
                27

              
	 
      	
                1.3

              	
                Construction

              	
                27

              
	 
      	
                1.4

              	
                Governing
      law

              	
                28

              
	 
      	
                1.5

              	
                Administration

              	
                28

              
	 
      	
                1.6

              	
                Disputes

              	
                28

              
	 	 	 
	
                2.

              	
                ELIGIBILITY

              	
                28

              
	 	 	 
	
                3.

              	
                GRANT OF PSA
      AWARDS

              	
                28

              
	 
      	
                3.1

              	
                Operation of
      Part B of the Plan

              	
                28

              
	 
      	
                3.2

              	
                Grant of PSA
      Awards

              	
                29

              
	 
      	
                3.3

              	
                Shares or
      ADSs comprised in a PSA Award

              	
                29

              
	 
      	
                3.4

              	
                Adjustment of
      Performance Targets

              	
                30

              
	 
      	
                3.5

              	
                Adjustment
      for dividends

              	
                30

              
	 
      	
                3.6

              	
                Deed of grant
      for PSA Awards

              	
                31

              
	 	 	 
	
                4.

              	
                INDIVIDUAL
      LIMIT

              	
                31

              
	 	 	 
	
                5.

              	
                VESTING OF
      PSA AWARDS

              	
                31

              
	 
      	
                5.1

              	
                General

              	
                31

              
	 
      	
                5.2

              	
                Vesting of
      Awards

              	
                31

              
	 
      	
                5.3

              	
                Notification
      to Participant

              	
                32

              
	 
      	
                5.4

              	
                Share Dealing
      Code

              	
                32

              
	 	 	 
	
                6.

              	
                RESTRICTIONS
      UPON VESTING

              	
                32

              
	 
      	
                6.1

              	
                General

              	
                32

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


      
        	 
      	
                6.2

              	
                Lapsing of
      PSA Awards

              	
                32

              
	 
      	
                6.3

              	
                Cessation of
      employment - general

              	
                33

              
	 
      	
                6.4

              	
                Cessation of
      employment – Unvested PSA Awards

              	
                33

              
	 
      	
                6.5

              	
                Death of a
      Participant

              	
                34

              
	 	 	 
	
                7.

              	
                LAPSE OF PSA
      AWARDS

              	
                34

              
	 	 	 
	
                8.

              	
                CHANGE IN
      CONTROL AND LIQUIDATION

              	
                34

              
	 
      	
                8.1

              	
                General
      Offer

              	
                34

              
	 
      	
                8.2

              	
                Part 18
      Companies (Jersey) Law 1991

              	
                35

              
	 
      	
                8.3

              	
                Article 125
      Companies (Jersey) Law 1991

              	
                35

              
	 
      	
                8.4

              	
                Winding-up

              	
                35

              
	 
      	
                8.5

              	
                Vesting of
      PSA Awards

              	
                35

              
	 
      	
                8.6

              	
                Exchange of
      PSA Awards

              	
                36

              
	 
      	
                8.7

              	
                Overriding
      Provision

              	
                37

              
	 	 	 
	
                9.

              	
                PROCEDURE ON
      VESTING

              	
                37

              
	 
      	
                9.1

              	
                Issue or
      Transfer of Shares

              	
                37

              
	 
      	
                9.2

              	
                Withholding
      obligations

              	
                38

              
	 
      	
                9.3

              	
                Provision of
      Shares

              	
                38

              
	 	
                 

              	 
	
                10.

              	
                NON-TRANSFERABILITY
      OF PSA AWARDS

              	
                39

              
	 	 	 
	
                11.

              	
                LOSS OF
      OFFICE

              	
                39

              
	 	 	 
	
                12.

              	
                VARIATION OF
      CAPITAL

              	
                40

              
	 
      	
                12.1

              	
                General

              	
                40

              
	 
      	
                12.2

              	
                Adjustment of
      Awards

              	
                40

              
	 
      	
                12.3

              	
                Notification
      of adjustment

              	
                40

              
	 	
                 

              	 
	
                13.

              	
                GENERAL

              	
                40

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


      
        	 
      	
                13.1

              	
                Administration

              	
                40

              
	 
      	
                13.2

              	
                Costs and
      expenses

              	
                40

              
	 
      	
                13.3

              	
                Power of
      amendment

              	
                40

              
	 
      	
                13.4

              	
                Sub
      plans

              	
                41

              
	 
      	
                13.5

              	
                Termination

              	
                41

              
	 	
                 

              	 
	
                14.

              	
                PLAN
      LIMITS

              	
                41

              
	 
      	
                14.1

              	
                General

              	
                41

              
	 
      	
                14.2

              	
                Meaning of
      terms used in Rule 14

              	
                42

              
	 
      	
                14.3

              	
                10% in 10
      years for all schemes

              	
                42

              
	 
      	
                14.4

              	
                5% in 10
      years for discretionary schemes

              	
                43

              
	 
      	
                14.5

              	
                Life of
      Plan

              	
                43

              
	 	
                 

              	 
	
                15.

              	
                NOTICES

              	
                43

              
	 
      	
                15.1

              	
                To Eligible
      Employees and Participants

              	
                43

              
	 
      	
                15.2

              	
                To the
      Company

              	
                44

              
	 
      	
                15.3

              	
                To the
      Trustee

              	
                44

              
	 	 
	
                SCHEDULE -
      PERFORMANCE TARGET

              	
                45

              
	 	 
	
                APPENDIX A -
      AWARDS TO CANADIAN PARTICIPANTS

              	
                46

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      


      PART
A – STOCK-SETTLED STOCK APPRECIATION RIGHTS AWARDS

      


      
        	
                1.

              	
                INTERPRETATION AND
      CONSTRUCTION

              


      

      


      
        	
                1.1  

              	
                Definitions

              


      

      


      In
this Part A of the Plan, the following definitions apply:

      


      
        	 	
                (A)  

              	
                “ADS” means an American
      Depositary Share representing
Shares.

              


      

      


      
        	 	
                (B)  

              	
                “Associated Company”
      means, in relation to the Company (i) any company which has Control of the
      Company; and (ii) any company which is under the Control of the Company or
      any company referred to in (i)

              


      

      


      
        	 	
                (C)  

              	
                The “Auditors” are the
      auditors for the time being of the Company or in the event of there being
      joint auditors, such one of them as the Board shall
  select.

              


      

      


      
        	 	
                (D)  

              	
                The “Board” means the board
      of directors of the Company.

              


      

      


      
        	 	
                (E)  

              	
                “Cause” means any reason
      which justifies a Participant's summary
  dismissal.

              


      

      


      
        	 	
                (F)  

              	
                The “Committee” means the
      Remuneration Committee of the Board or such other committee or committees
      of the Board as may be appointed from time to
  time.

              


      

      


      
        	 	
                (G)  

              	
                The “Company” is Shire plc
      registered in Jersey under No.
99854.

              


      

      


      
        	 	
                (H) 

              	
                “Conditions” has the
      meaning given in Rule 3.2(A) of Part
A.

              


      

      


      
        	 	
                (I)  

              	
                “Control” has the
      meaning given to it by section 840 of the Income and Corporation Taxes Act
      1988.

              


      

      


      
        	 	
                (J)  

              	
                The “Date of Grant” of a SAR
      Award is the date on which it is
granted.

              


      

      


      
        	 	
                (K)  

              	
                A “Dealing Day” is a day
      on which the London Stock Exchange is open for the transaction of
      business.

              


      

      


      
        	 	
                (L)  

              	
                “Eligible Employee” is
      any employee or salaried director of a member of the
  Group.

              


      

      


      
        	 	
                (M)  

              	
                “Exercise Period” means
      the period which starts on the Vesting Date and ends on the 7th
      anniversary of the Date of Grant, unless the Committee sets a different
      period at the Date of Grant. The different period may not begin earlier
      than the Vesting Date nor end later than the 10th
      anniversary of the Date of Grant.

              


      

      


      
        	 	
                (N)  

              	
                “Exercise Price” means
      either:

              


      

      


      
        	 	
                (a)  

              	
                the average
      Market Value of a Share or ADS subject to the SAR Award calculated over
      three business days up to and including the Date of Grant;
    or

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (b)  

              	
                such other
      price as is set by the Committee at the Date of Grant but not being less
      than the Market Value of a Share or ADS, as the case may be, at the Date
      of Grant.

              


      

      


      
        	 	
                (O)  

              	
                A “Financial Year” means
      the period beginning with the first day of the Company’s accounting
      reference period and ending with the last day of that
    period.

              


      

      


      
        	 	
                (P)  

              	
                “Grantor” means the
      Company where a SAR Award is, or is to be, granted by the Company and the
      Trustee where a SAR Award is, or is to be, granted by the
      Trustee.

              


      

      


      
        	 	
                (Q)  

              	
                “Grant Period” means any
      of the following:

              


      

      


      
        	 	
                (i)  

              	
                the period of
      42 days commencing on the day on which the Plan is adopted by the
      Company;

              


      

      


      
        	 	
                (ii)  

              	
                the period of
      42 days commencing on the day after that on which the Company makes an
      announcement of its results for the last preceding Financial Year,
      half-year or other period;

              


      

      


      
        	 	
                (iii)  

              	
                when, or
      shortly after, an Eligible Employee first becomes employed by a member of
      the Group;

              


      

      


      
        	 	
                (iv)  

              	
                when, or
      shortly after, an Eligible Employee is promoted to a position which
      qualifies him to receive a SAR Award or an increased level of SAR
      Award;

              


      

      


      
        	 	
                (v)  

              	
                any other
      time where, in the discretion of the Committee, exceptional circumstances
      exist which justify the grant of SAR
Awards.

              


      

      


      
        	 	
                (R)  

              	
                The “Group” means the
      Company and its Subsidiaries and “member of the Group” is
      to be construed accordingly.

              


      

      


      
        	 	
                (S)  

              	
                The “London Stock Exchange”
      means the London Stock Exchange plc or any recognised investment exchange
      for the purposes of the Financial Services and Markets Act 2000 which may
      take over the function of the London Stock Exchange
  plc.

              


      

      


      
        	 	
                (T)  

              	
                The “Market Value” of a Share
      on any date is the closing mid-market price at which transactions in
      shares take place on the London Stock Exchange on that date and the Market
      Value of an ADS on any date is the closing mid-market price at which
      transactions in ADSs take place on the NASDAQ on that
  date.

              


      

      


      
        	 	
                (U)  

              	
                “Part A” means Part A of
      the Plan under which SAR Awards can be granted (together with any
      applicable Schedule or Appendix).

              


      

      


      
        	 	
                (V)  

              	
                A “Participant” is the
      holder of a SAR Award or, where the context admits or requires, his
      personal representatives.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (W)  

              	
                The “Performance Period” in
      respect of a SAR Award is a period set by the Committee at or prior to
      grant of a SAR Award.

              


      

      


      
        	 	
                (X)  

              	
                “Performance Target”
      means the measure of the financial or other performance of the Company
      applied in relation to any SAR Award in accordance with Rule 3.2(A) of
      Part A.

              


      

      


      
        	 	
                (Y)  

              	
                “Permitted Reason” in
      relation to a Participant:

              


      

      


      
        	 	
                (i)  

              	
                his
      Retirement;

              


      

      


      
        	 	
                (ii)  

              	
                his
      ill-health, injury or disability;

              


      

      


      
        	 	
                (iii)  

              	
                his
      redundancy, within the meaning of the Employment Right Act 1996 or his job
      elimination due to restructuring or a significant diminution of
      duties;

              


      

      


      
        	 	
                (iv)  

              	
                the company
      by which the Participant is employed ceasing to be a member of the Group;
      or

              


      

      


      
        	 	
                (v)  

              	
                the business,
      or part of the business, in which the Participant works being transferred
      or sold to a person which is not a member of the
  Group.

              


      

      


      
        	 	
                (Z)  

              	
                The “Plan” means Parts A and
      B of this plan (and including the Schedules and any Appendices to the
      Rules) as from time to time
amended.

              


      

      


      
        	 	
                (AA)  

              	
                “Retirement”
      means

              


      

      


      
        	 	
                (i)  

              	
                for SAR
      Awards granted on or before 17th February 2010 only, retirement on or
      after the Participant’s normal retirement date as specified in his
      contract of employment (or if there is no such date, his 65th
      birthday); or

              


      

      


      
        	 	
                (ii)  

              	
                for any SAR
      Awards, his retirement from employment with the consent of the
      Company.

              


      

      


      
        	 	
                (BB)  

              	
                The “Rules” means the rules
      of this Plan.

              


      

      


      
        	 	
                (CC)  

              	
                “SAR Award” is a right
      to acquire Shares or ADSs granted in accordance with Part A of the
      Rules.

              


      

      


      
        	 	
                (DD)  

              	
                “Service Factor” means
      the fraction of which:

              


      

      


      
        	 	
                (i)  

              	
                the numerator
      is the number of complete weeks in the relevant period (defined below)
      during which the Participant was employed (or would have been employed had
      he remained in employment throughout his notice period) within the Group
      (in any case where Rule 7 of Part A applies) or prior to the relevant date
      (in any case where Rule 9 of Part A applies);
  and

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                the denominator is the total
      number of complete weeks in the relevant
  period;

              


      

      


      and for these
purposes, the relevant
period is, as the Committee may decide, either the Performance Period or
the period which starts with the Date of Grant and ends with the end of the
Performance Period, but ignoring any provision in the Rules which deems the
Performance Period to have ended earlier than it would otherwise have done but
for those Rules. Where there is no Performance Period, the relevant period shall
be the period which starts with the Date of Grant and ends with the Vesting
Date, ignoring any provision in the Rules which deems the Vesting Date to have
taken place earlier than it would have under Rule 5.2.

      


      
        	 	
                (EE)  

              	
                “Shares” means
      fully-paid ordinary shares in the capital of the
  Company.

              


      

      


      
        	 	
                (FF)  

              	
                “Subsidiary” has the
      meaning given to it by section 1159 of the Companies Act
    2006.

              


      

      


      
        	 	
                (GG)  

              	
                The “Trust” means any trust
      for the benefit of, inter alia, employees of the Group from time to time
      designated by the Committee.

              


      

      


      
        	 	
                (HH)  

              	
                The “Trustee” means the
      trustee or trustees for the time being of the Trust or, if there is more
      than one, the trustee or trustees of the Trust nominated by the
      Committee.

              


      

      


      
        	 	
                (II)  

              	
                “UK Listing Authority”
      means the Financial Services Authority acting in its capacity as the competent
      authority for the purposes of Part 6 of the Financial Services and Markets
      Act 2000 or such other person as is from time to time appointed to be the
      competent authority for the purposes of that
  Act.

              


      

      


      
        	 	
                (JJ)  

              	
                “Unvested SAR Award”
      means any SAR Award or (as the case may be) that part of a SAR Award which
      is not a Vested SAR Award.

              


      

      


      
        	 	
                (KK)  

              	
                “Vesting Date” means in
      relation to any SAR Award, the date (or dates) on which such SAR Award
      vests in accordance with Rule 5.2 or otherwise in accordance with Part A
      of the Rules.

              


      

      


      
        	 	
                (LL)  

              	
                “Vested SAR Award”
      means, subject to the Rules, a SAR Award, or (as the case may be) that part
      of a SAR Award which has vested in accordance with Rule 5.2 or otherwise
      in accordance with Part A of the
Rules.

              


      

      


      
        	
                1.2  

              	
                Meaning
      of ceasing to be employed within the
Group

              


      

      


      
        	 	
                (A)  

              	
                For the
      purposes of Part A of the Rules, but subject to (B), a Participant is to
      be treated as ceasing to be employed within the Group when he is no longer
      employed by any company which is a member of the Group. For the avoidance
      of doubt, a Participant will cease to be employed by a member of the Group
      if the company by which he is employed ceases to be a member of the
      Group.

              


      

      


      
        	 	
                (B)  

              	
                If a
      Participant is away from work:

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)  

              	
                in
      circumstances where he has a contractual or statutory right to return to
      work at the end of the period of leave;
or

              


      

      


      
        	 	
                (ii)  

              	
                because of a
      period of leave approved by the Committee for this
  purpose,

              


      

      


      that Participant
will be treated for the purposes of Part A of the Rules as continuing to be
employed within the Group (whether or not he is) unless and until the Committee
is satisfied that there is no longer any reasonable expectation that the
Participant will return to work.

      


      
        	
                1.3  

              	
                Construction

              


      

      


      
        	 	
                (A)  

              	
                Where the
      context so admits, any reference in Part A of the Plan to the singular
      includes the plural and vice versa.

              


      

      


      
        	 	
                (B)  

              	
                Where the
      context so admits, any reference in Part A of the Plan to the masculine
      includes the feminine.

              


      

      


      
        	 	
                (C)  

              	
                Any reference
      in Part A of the Plan to any enactment is, unless otherwise stated, to the
      relevant United Kingdom legislation and includes a reference to that
      enactment as from time to time modified, extended or
      re-enacted.

              


      

      


      
        	 	
                (D)  

              	
                The headings
      to the Rules are for reference purposes only and shall not affect the
      meaning or construction of the
Rules.

              


      

      


      
        	
                1.4  

              	
                Governing
      law

              


      

      


      Part A of the Plan
and any SAR Award granted under it is governed by, and is to be construed in
accordance with, English law.

      


      
        	
                1.5  

              	
                Administration

              


      

      


      Unless the Rules
say otherwise, the Committee will administer Part A of the Plan.

      


      
        	
                1.6  

              	
                Disputes

              


      

      


      The Committee’s
decision on the construction of Part A of the Rules and on any disputes arising
under Part A of the Plan is final and binding on all persons.

      


      
        	
                2.

              	
                ELIGIBILITY

              


      

      


      
        	
                2.1  

              	
                The persons
      who are eligible to receive SAR Awards are such Eligible Employees as are
      selected by the Committee, in its discretion, to participate in the
      Plan.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                GRANT OF SAR
      AWARDS

              


      

      


      
        	
                3.1  

              	
                Operation
      of Part A of the Plan

              


      

      


      
        	 	
                (A)  

              	
                The Committee
      shall decide whether or not to operate Part A of the Plan on any occasion
      and whether SAR Awards should be made by the Company or by the
      Trustee.

              


      

      


      
        	 	
                (B)  

              	
                A SAR Award
      must be granted during the Grant
Period.

              


      

      


      
        	 	
                (C)  

              	
                The Committee
      must ensure that the limits in Rule 4 and Rule 14 are not
      exceeded.

              


      

      


      
        	 	
                (D)  

              	
                The Committee
      shall ensure that Part A of the Plan is not operated at any time, or in
      any circumstances, when to do so would contravene the provisions of the
      Criminal Justice Act 1993, the Company’s securities dealing code, the
      Listing Rules of the UK Listing Authority or any other applicable laws or
      regulations.

              


      

      


      
        	 	
                (E)  

              	
                No SAR Award
      shall be granted after 28 October
2015.

              


      

      


      
        	 	
                (F)  

              	
                SAR Awards
      granted under Part A of the Plan will not be
  pensionable.

              


      

      


      
        	
                3.2  

              	
                Grant
      of SAR Awards

              


      

      


      
        	 	
                (A)  

              	
                The Committee
      shall have absolute discretion to determine whether conditions shall apply
      before a SAR Award may vest. Where the Committee determines that
      conditions shall apply, those conditions shall
  include:

              


      

      


      
        	 	
                (i)  

              	
                a measure or
      measures of the financial or other performance of the Group (the “Performance Target”);
      and

              


      

      


      
        	 	
                (ii)  

              	
                such
      additional conditions (if any) as the Committee may determine,
      

              


      

      


      (together the
“Conditions”).

       

      Details of the
Conditions as initially adopted are set out in the schedule to Part A of these
Rules and the Conditions set out in this schedule shall apply where the
Committee does not specify any alternative Conditions.

      


      
        	 	
                (B)  

              	
                If SAR Awards
      are to be granted by the Company and the Committee determines that
      Conditions should apply to such SAR Award, the Company will grant a SAR
      Award to each relevant Eligible Employee on such
    Conditions.

              


      

      


      
        	 	
                (C)  

              	
                If SAR Awards
      are to be granted by the Trustee, the Committee must notify the Trustee
      of:

              


      

      


      
        	 	
                (i)  

              	
                the Eligible
      Employees whom it recommends be granted SAR Awards;
  and

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)  

              	
                the
      Conditions which the Committee recommends should be attached to SAR Awards
      and the applicable Performance Period (where
  applicable),

              


      

      


      and, if the Trustee
agrees to Part A of the Plan being operated in relation to that period and those
individuals, the Trustee will grant a SAR Award to each such Eligible Employee
on such terms.

      


      
        	 	
                (D)  

              	
                Appendices to
      the Plan may set out special terms applying to Eligible Employees or
      Participants in any jurisdiction.

              


      

      


      
        	 	
                (E)  

              	
                Each Eligible
      Employee who receives a SAR Award will be given written notice of the SAR
      Award and of any Conditions applying to that
  Award.

              


      

      


      
        	
                3.3  

              	
                Shares
      or ADSs comprised in a SAR Award

              


      

      


      Participants shall
be notified as to whether the SAR Awards they receive are to be in respect of
Shares or ADSs.

      


      
        	
                3.4  

              	
                Adjustment
      of Performance Targets

              


      

      


      
        	 	
                (A)  

              	
                In the
      circumstances mentioned in Rule 3.4(E), the Committee may change or waive
      the Performance Target and/or the additional Conditions (if any) imposed
      under Rule 3.2(A).

              


      

      


      
        	 	
                (B)  

              	
                The power to
      change includes both the power to adjust and also the power to impose a
      replacement Performance Target and/or replacement additional Conditions
      and to amend the companies in any comparator
  group.

              


      

      


      
        	 	
                (C)  

              	
                The
      Committee's power is, however, restricted in that the change must not have
      the effect of making the Performance Target or the additional Conditions
      either materially easier or materially more difficult to achieve, in the
      opinion of the Committee, than it was or they were immediately before the
      circumstance in question.

              


      

      


      
        	 	
                (D)  

              	
                Where the
      Committee exercises its power to waive the Performance Target or the
      additional Conditions, the Committee is not required to impose a
      replacement Performance Target and/or replacement additional
      Conditions.

              


      

      


      
        	 	
                (E)  

              	
                The
      circumstances are:

              


      

      


      
        	 	
                (i)  

              	
                any variation
      of the Company’s capital,

              


      

      


      
        	 	
                (ii)  

              	
                such
      circumstances as were specified when the SAR Award was granted,
      and

              


      

      


      
        	 	
                (iii)  

              	
                any event or
      events as a result of which the Committee considers it fair and reasonable
      to change or waive the Performance Target and/or the additional Conditions
      or to amend the companies in any comparator
  group.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (F)  

              	
                In any case
      where the Grantor is the Trustee, the Committee must tell the Trustee
      before setting or changing or waiving the Performance Target or other
      Conditions.

              


      

      


      
        	
                3.5  

              	
                Deed
      of grant for SAR Awards

              


      

      


      There shall be no
consideration for the grant of a SAR Award. On the Date of Grant, the Grantor
must execute a deed of grant in favour of each recipient of a SAR Award. The
deed of grant may be in favour of more than one recipient. If so, it will be
retained by the Grantor but the Grantor must make it (or the relevant part of
it) available for inspection by each recipient. As soon as practicable after the
Date of Grant, the Company must procure that each recipient is given written
details of his SAR Award. The deed of grant and the written details given to
each recipient must state the full terms of the Performance Target (if any) and
any other Conditions applicable to the SAR Award.

      


      
        	
                4.  

              	
                INDIVIDUAL
      LIMIT

              


      

      


      
        	 	
                (A)  

              	
                Except in
      circumstances determined by the Committee to be exceptional, each SAR
      Award must be limited and must therefore take effect, so that the total
      Market Value of the Shares, or ADSs as the case may be, under a SAR Award,
      in respect of each Participant does not exceed six times the individual’s
      pay (see (B)) annually.

              


      

      


      
        	 	
                (B)  

              	
                The pay of a Participant on
      any date is the annual rate of his basic pay (excluding bonuses,
      commissions and benefits in kind) from all members of the Group on that
      date.

              


      

      


      
        	
                5.  

              	
                VESTING
      OF SAR AWARDS

              


      

      


      
        	
                5.1  

              	
                General

              


      

      


      The number of
Shares or ADSs in respect of which a SAR Award vests is to be determined by the
Committee (with the consent of the Trustee, if the Trustee is the Grantor) in
accordance with the following provisions of this Rule 5.

      


      
        	
                5.2  

              	
                Vesting
      of SAR Awards

              


      

      


      
        	 	
                (A)  

              	
                Subject to
      Rules 5.2(B) and (C), SAR Awards will vest on
  the:

              


      

      


      
        	 	
                (i)  

              	
                third
      anniversary of the Date of Grant in the case of Participants who hold SAR
      Awards which are not subject to a Performance Target and/or Conditions;
      and

              


      

      


      
        	 	
                (ii)  

              	
                third
      anniversary of the Date of Grant if the Committee determines that the
      Performance Target and any other Conditions imposed under Rule 3.2(A) have
      been satisfied and that, in the opinion of the Committee, the underlying
      performance of the Company is sufficient to justify the vesting of a SAR
      Award in the case of Participants who hold SAR Awards which are subject to
      a Performance Target and/or
Conditions,

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      unless they have
previously lapsed in accordance with the Rules of Part A of the Plan. In the
case of SAR Awards which are subject to a Performance Target and/or Conditions,
if the Performance Target or any other Conditions are not met or if the
Committee determines that the underlying performance of the Company is not
sufficient to justify vesting, the SAR Awards will lapse.

      


      
        	 	
                (B)  

              	
                If the
      Committee so determines on or prior to the Date of Grant, SAR Awards for
      individuals who are not directors of the Company and who do not hold the
      position of Executive Vice-President of the Company may vest on such other
      date, or may vest in tranches on such other dates, as the Committee may
      determine provided that the first vesting may not be earlier than the
      first anniversary of the Date of Grant. Where a SAR Award vests in
      tranches on more than one date, the Committee shall determine the
      proportion of the SAR Award which vests on each such
  date.

              


      

      


      
        	 	
                (C)  

              	
                If the
      Participant’s SAR Award does not vest, or does not vest in full, on the
      specified date then the SAR Award or, as the case may be, the unvested
      portion of it, shall lapse.

              


      

      


      
        	
                5.3  

              	
                Notification
      to Participant

              


      

      


      The Committee shall
notify Participants as soon as reasonably practicable following vesting of the
percentage (if any) of a SAR Award which has vested.

      


      
        	
                6.

              	
                EXERCISE OF SAR AWARDS AND
      RELEASE OF SHARES

              


      

      


      
        	
                6.1  

              	
                Exercise
      of SAR Awards

              


      

      


      
        	 	
                (A)  

              	
                The
      Participant may exercise his Vested SAR Award during the Exercise Period
      or at such other times as the Rules permit. Where a SAR Award is
      exercisable, it may be exercised in whole or in part from time to
      time.

              


      

      


      
        	 	
                (B)  

              	
                To exercise a
      SAR Award, a Participant must give notice to the Company or such other
      person as the Committee may direct. As soon as reasonably practicable
      after receipt of the notice, the Company must tell the Trustee if the
      Trustee is the Grantor. The notice of exercise must be in such form, and
      be accompanied by such other documents, as the Committee may
      decide.

              


      

      


      
        	 	
                (C)  

              	
                Unless the
      Company and the Participant agree a later date, the date of exercise of a
      Vested SAR Award will be the earlier
of:

              


      

      


      
        	 	
                (i)  

              	
                the second
      Dealing Day after the date on which the notice of exercise, complete in
      all material respects, is received by the Company (or by such other person
      as the Committee may have directed);
and

              


      

      


      
        	 	
                (ii)  

              	
                the date on
      which the Committee approves the exercise of the SAR Award, the notice of
      exercise, complete in all respects, having been received by the Company
      (or by such other person as the Committee may have
    directed).

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                6.2  

              	
                Share
      Dealing Code

              


      

      


      
        	 	
                (A)  

              	
                At any time
      when the buying or selling of securities by a director or employee of the
      Company would breach the Company’s code of practice on dealings in shares
      and other securities, a Participant may not exercise a Vested SAR
      Award.

              


      

      


      
        	 	
                (B)  

              	
                The
      restriction in (A) applies even if the Participant is not at that time
      forbidden by the code from buying or selling securities. The restriction
      does not, however, apply if permission is
given:

              


      

      


      
        	 	
                (i)  

              	
                in the case
      of a Participant who is bound by that code in accordance with the
      procedures laid down in the code;
or

              


      

      


      
        	 	
                (ii)  

              	
                in the case
      of any other Participant, by such person as the Committee may nominate for
      this purpose.

              


      

      


      
        	
                6.3  

              	
                Issue
      or Transfer of Shares on exercise of a Vested SAR
  Award

              


      

      


      
        	 	
                (A)  

              	
                Subject to
      (B) below, within 30 days of the date of exercise of a Vested SAR Award
      the Company shall:

              


      

      


      
        	 	
                (i)  

              	
                issue,
      re-issue from treasury, or procure the transfer of;
  or

              


      

      


      
        	 	
                (ii)  

              	
                (where the
      SAR Award was granted by the Trustee), the Trustee will
      transfer,

              


      

      


      to
the Participant (or at the Participant’s direction) a number (N) of Shares (or
ADSs) calculated according to the following formula:

      


      N
= (MV – EP) X
C


      MV

      


      where MV is the
Market Value of a Share (or as the case may be, an ADS) on such date as the
Committee may select falling within a period of 30 days starting with the date
on which the Vested SAR Award is exercised;

      


      EP
is the Exercise Price; and

      


      C
is the number of Vested Shares (or ADSs) in respect of which the SAR Award is
exercised.

      


      
        	 	
                (B)  

              	
                The
      obligation under (A) is subject to:

              


      

      


      
        	 	
                (i)  

              	
                any necessary
      consents or approvals as may be required by any competent authority having
      first been obtained and, in the case of ADSs, to the provisions of the
      deposit arrangement between the Company and the depositary bank for the
      Company’s ADS programme;

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (ii)  

              	
                if the
      Trustee is unable to transfer Shares or ADSs to the Participants whether
      due to it holding insufficient Shares or ADSs or other assets to enable it
      to meet such SAR Award or otherwise; or any such transfer would be
      unlawful in any relevant jurisdiction; or in making such a transfer the
      Trustee would be in breach of its duties under the Trust, the obligations
      of the Trustee under the Plan and the SAR Award shall
    lapse.

              


      

      


      
        	 	
                (C)  

              	
                If the
      obligations of the Trustee lapse under (B), the Company shall procure that
      any Shares or ADSs not so transferred by the Trustee to which the
      Participant is entitled under the Rules (ignoring Rule 6.3(B)) are issued
      by the Company or are transferred to the relevant Participant, either by
      the Trustee or by some other person, as soon as reasonably
      practicable.

              


      

      


      
        	 	
                (D)  

              	
                Where a
      Participant is liable to tax, duties or other amounts on the exercise of a
      Vested SAR Award and the Participant’s employer or former employer is
      liable to make a payment to the appropriate authorities on account of that
      liability:

              


      

      


      
        	 	
                (i)  

              	
                on the
      exercise of a Vested SAR Award the Company or the Trustee will sell on
      behalf of the Participant sufficient Shares or ADSs issued or transferred
      to the Participant so that the net proceeds of sale equal the minimum
      payment which the employer or former employer is required to pay to the
      appropriate authorities on behalf of the Participant. Where such Shares or
      ADSs are sold by the Trustee, the Trustee will account to the employer or
      former employer for the net proceeds of sale. The Company will procure
      that an amount equal to those net proceeds is remitted to the appropriate
      authorities on behalf of the
Participant;

              


      

      


      
        	 	
                (ii)  

              	
                where it is
      not possible for the Company or the Trustee to act in the way described in
      (i) above, or where the Participant so elects, the Participant must make
      alternative arrangements for the payment of the amount due to the
      appropriate authorities on the exercise of a Vested SAR Award to the
      satisfaction of the Participant’s employer or former
    employer.

              


      

      


      
        	
                7.

              	
                RESTRICTIONS UPON
      VESTING

              


      

      


      
        	
                7.1  

              	
                General

              


      

      


      This Rule 7
overrides the other Rules in this Part A.

      


      
        	
                7.2  

              	
                Lapsing
      of SAR Awards

              


      

      


      If
a SAR Award lapses under any Rule, it will lapse for all purposes and will not
vest.

      


      
        	
                7.3  

              	
                Cessation
      of employment - general

              


      

      


      
        	 	
                (A)  

              	
                Unless any of
      the following provisions apply, if a Participant’s employment within the
      Group ends for any reason whatsoever, his SAR Award will lapse on the date
      on which

              

 

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      his employment ends
unless the Committee determines otherwise, in its absolute
discretion.

      


      
        	 	
                (B)  

              	
                If all of the
      following conditions are satisfied:

              


      

      


      
        	 	
                (i)  

              	
                a Participant
      ceases to be employed within the
Group;

              


      

      


      
        	 	
                (ii)  

              	
                but for this
      Rule, his SAR Award would lapse (in whole or in part) on his employment
      ending; and

              


      

      


      
        	 	
                (iii)  

              	
                under the
      laws of the country in which the Participant works or lives or to which he
      is subject, such lapsing is unlawful or may render the Participant’s
      employer liable to some
disadvantage,

              


      

      


      the Committee may
take such action as it considers appropriate (to the minimum extent necessary to
comply with those laws or to ensure that the employer is not liable to that
disadvantage) including (without limitation) deciding that the SAR Award will
become a Vested SAR Award.

      


      
        	
                7.4  

              	
                Cessation
      of employment - Vested SAR Awards

              


      

      


      
        	 	
                (A)  

              	
                This Rule
      applies if a Participant's employment within the Group ends at a time when
      he holds a Vested SAR Award and his employment ends for a reason other
      than Cause or death.

              


      

      


      
        	 	
                (B)  

              	
                In these
      circumstances, the Participant may exercise his Vested SAR Award in
      accordance with Rule 6.1 during the period of 12 months starting with the
      date of cessation of employment or such shorter period as the Committee
      may decide.

              


      

      


      
        	
                7.5  

              	
                Cessation
      of employment – Unvested SAR Awards

              


      

      


      
        	 	
                (A)  

              	
                This Rule
      applies if a Participant’s employment within the Group ends at a time when
      he holds an Unvested SAR Award and his employment
  ends:

              


      

      


      
        	 	
                (i)  

              	
                for a
      Permitted Reason; or

              


      

      


      
        	 	
                (ii)  

              	
                for any
      reason other than a Permitted Reason or death and the Committee, in its
      absolute discretion, decides that this Rule will apply in relation to that
      SAR Award.

              


      

      


      
        	 	
                (B)  

              	
                Subject to
      (C), the Participant’s SAR Award shall become a Vested SAR Award (if at
      all) in respect of the number of Shares or ADSs determined in accordance
      with Rule 5.1 by applying that Rule, as the Committee may decide,
      either:

              


      

      


      
        	 	
                (i)  

              	
                in the case
      of SAR Awards with a Performance Target and/or Conditions by deeming the
      Performance Period to have ended on the date on which
  the

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Participant’s
employment ends or on some other date before the end of the Performance Period;
or

      


      
        	 	
                (ii)  

              	
                in respect of
      SAR Awards where there is no Performance Target or other Conditions, at
      the date on which the Participant’s employment
  ends.

              


      

      


      If, and to the
extent that a SAR Award does not become a Vested SAR Award, it will
lapse.

      


      
        	 	
                (C)  

              	
                The number of
      Shares or ADSs in respect of which the SAR Award may become a Vested SAR
      Award will be reduced by the Service Factor, unless the Committee, in its
      absolute discretion, determines
otherwise.

              


      

      


      
        	 	
                (D)  

              	
                Where a SAR
      Award becomes a Vested SAR Award, a Participant may exercise his Vested
      SAR Award in accordance with Rule 6.1 during the period of 12 months
      starting on the date of cessation of employment. To the extent that a
      Vested SAR Award is not exercised during this period, it will
      lapse.

              


      

      


      
        	
                7.6  

              	
                Death
      of a Participant

              


      

      


      
        	 	
                (A)  

              	
                If a
      Participant dies holding an Unvested SAR Award, the SAR Award will become
      a Vested SAR Award on the date of death and the number of Shares or ADSs
      in respect of which the SAR Award may become a Vested SAR Award will be
      reduced by the Service Factor, unless the Committee, in its absolute
      discretion, determines otherwise.

              


      

      


      
        	 	
                (B)  

              	
                In respect of
      SAR Awards with a Performance Target and/or Conditions, they will cease to
      apply upon the death of a
Participant.

              


      

      


      
        	 	
                (C)  

              	
                Where a SAR
      Award becomes a Vested SAR Award, the personal representative may exercise
      the Vested SAR Award in accordance with Rule 6.1 during the period of 12
      months starting on the date of death. To the extent that a Vested SAR
      Award is not exercised during this period, it will
  lapse.

              


      

      


      
        	 	
                (D)  

              	
                If, and to
      the extent, that a SAR Award does not become a Vested SAR Award, it will
      lapse.

              


      

      


      
        	 	
                (E)  

              	
                If a
      Participant dies holding a Vested SAR Award, the personal representative
      may exercise the Vested SAR Award in accordance with Rule 6.1 during the
      period of 12 months starting on the date of death. To the extent that a
      Vested SAR Award is not exercised during this period, it will
      lapse.

              


      

      


      
        	
                8.  

              	
                LAPSE
      OF SAR AWARDS

              


      

      


      SAR Awards shall
lapse upon the occurrence of the earliest of the following events:

      


      
        	 	
                (i)  

              	
                the seventh
      anniversary of the Date of Grant;

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)  

              	
                in accordance
      with Rule 5;

              


      

      


      
        	 	
                (iii)  

              	
                the expiry of
      any of the periods specified in Rule
7;

              


      

      


      
        	 	
                (iv)  

              	
                in accordance
      with Rule 9.

              


      

      


      
        	
                9.  

              	
                CHANGE
      IN CONTROL AND LIQUIDATION

              


      

      


      
        	
                9.1  

              	
                General
      Offer

              


      

      


      Subject to Rule
9.2, if any person obtains Control of the Company as a result of making
either:

      


      
        	 	
                (i)  

              	
                a general
      offer to acquire the whole of the issued ordinary share capital of the
      Company (which is made on a condition that if it is satisfied the person
      making the offer will have Control of the Company);
  or

              


      

      


      
        	 	
                (ii)  

              	
                a general
      offer to acquire all the shares in the Company which are of the same class
      as the Shares,

              


      

      


      then subject to
Rules 9.6 and 9.7, SAR Awards will vest if and to the extent provided in Rule
9.5.

      


      For the purposes of
this Rule 9.1, a person shall be deemed to have obtained Control of the Company
if he and others acting in concert with him have together obtained Control of
it.

      


      
        	
                9.2  

              	
                Part
      18 Companies (Jersey) Law 1991

              


      

      


      If
any person becomes bound or entitled to acquire Shares in the Company under Part
18 of the Companies (Jersey) Law 1991 then, subject to Rules 9.6 and 9.7, SAR
Awards will vest if and to the extent provided in Rule 9.5.

      


      
        	
                9.3  

              	
                Article
      125 Companies (Jersey) Law 1991

              


      

      


      If
under Article 125 of the Companies (Jersey) Law 1991 the court sanctions a
compromise or arrangement between the Company and its members then, subject to
Rules 9.6 and 9.7, SAR Awards will vest if and to the extent provided in Rule
9.5.

      


      
        	
                9.4  

              	
                Winding-up

              


      

      


      All SAR Awards will
lapse when an effective resolution is passed or an order is made for the
winding-up of the Company, unless the Committee determines
otherwise.

      


      
        	
                9.5  

              	
                Vesting
      of SAR Awards

              


      

      


      
        	 	
                (A)  

              	
                In the
      circumstances referred to in Rules 9.1 to 9.3, if the Participant has an
      Unvested SAR Award, then it will become a Vested SAR Award, subject, where
      a Performance Target and/or Conditions apply, also to Rule 9.5(B), as
      follows:

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)  

              	
                where one
      year or less has elapsed since the Date of Grant, in respect of one-third
      of the number of Shares or ADSs subject to the SAR Award;
    or

              


      

      


      
        	 	
                (ii)  

              	
                where between
      one and two years have elapsed since the Date of Grant, in respect of
      two-thirds of the number of Shares or ADSs subject to the SAR Award;
      or

              


      

      


      
        	 	
                (iii)  

              	
                where between
      two and three years have elapsed since the Date of Grant, in respect of
      the full number of Shares or ADSs subject to the SAR
  Award

              


      

      


      
        	 	
                (B)  

              	
                In respect of
      SAR Awards with a Performance Target and/or Conditions, unless the
      Committee in its absolute discretion determines otherwise, the SAR Award
      will only become a Vested SAR Award to the extent that the Committee
      determines that the Performance Target and any other Conditions imposed
      under Rule 3.2(A) of Part A have been satisfied on the basis that the
      Performance Period is deemed to have ended on the date of the event
      referred to in Rules 9.1 to 9.3. Any pro-rating required by Rule 9.5(A)
      will apply to reduce the Vested SAR Award determined under this Rule
      9.5(B).

              


      

      


      
        	 	
                (C)  

              	
                To the extent
      that a SAR Award does not become a Vested SAR Award in accordance with
      this Rule 9.5, subject to Rule 9.6, it shall
  lapse.

              


      

      


      
        	 	
                (D)  

              	
                Where a SAR
      Award becomes a Vested SAR Award or where a Participant already holds a
      Vested SAR Award, a Participant may exercise the Vested SAR Award in
      accordance with Rule 6.1 during the appropriate period (see (E)). To the
      extent that a Vested SAR Award is not exercised during the appropriate
      period, it will lapse.

              


      

      


      
        	 	
                (E)  

              	
                The appropriate period
      is:

              


      

      


      
        	 	
                (i)  

              	
                in a case
      falling within Rule 9.1, twelve months beginning with the time when the
      acquiring company obtains Control of the Company and any condition subject
      to which the offer is made is satisfied or
  waived;

              


      

      


      
        	 	
                (ii)  

              	
                in a case
      falling within Rule 9.2, the period during which the acquiring company
      remains so bound or entitled; and

              


      

      


      
        	 	
                (iii)  

              	
                in a case
      falling within Rule 9.3, twelve months beginning with the date on which
      the compromise or arrangement is sanctioned by the
  court.

              


      

      


      
        	
                9.6  

              	
                Exchange
      of SAR Awards

              


      

      


      
        	 	
                (A)  

              	
                In the
      circumstances referred to in Rules 9.1 to 9.3, if a company obtains
      Control of the Company a Participant may, if the acquiring company so
      agrees and within the Relevant Period, release his SAR Award (the old award) in
      consideration of the grant to him of an award over shares in the acquiring
      company or a member of the acquiring company’s group (the new
    award).

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (B)  

              	
                In this Rule
      9.6 “Relevant
      Period” means:

              


      

      


      
        	 	
                (i)  

              	
                in a case
      falling within Rule 9.1, six months beginning with the time when the
      acquiring company obtains Control of the Company and any condition subject
      to which the offer is made is satisfied or
  waived;

              


      

      


      
        	 	
                (ii)  

              	
                in a case
      falling within Rule 9.2, the period during which the acquiring company
      remains so bound or entitled; and

              


      

      


      
        	 	
                (iii)  

              	
                in a case
      falling within Rule 9.3, six months beginning with the time when the court
      sanctions the compromise or
arrangement.

              


      

      


      
        	 	
                (C)  

              	
                If a
      Participant is granted a new award under Rule
  9.6:

              


      

      


      
        	 	
                (i)  

              	
                the new award
      will vest in the same way as the old award and will vest on the first date
      on which the old award could have become a Vested SAR
    Award;

              


      

      


      
        	 	
                (ii)  

              	
                the Rules
      will apply to the new award as if references to Shares were references to
      the shares in respect of which the new award is
  granted;

              


      

      


      
        	 	
                (iii)  

              	
                the Rules
      will apply to the new award as if references to the Company (including any
      such references as occur in expressions which are defined in Rule 1.1 and
      are used in those Rules) were references to the company in respect of
      whose shares the new award is
granted;

              


      

      


      
        	 	
                (iv)  

              	
                the Rules
      will otherwise apply with such adjustments as the Committee may decide;
      and

              


      

      


      
        	 	
                (v)  

              	
                the existing
      Performance Target and/or Conditions shall continue to apply to the new
      award, unless the Committee determines that a replacement Performance
      Target and/or Conditions should
apply.

              


      

      


      
        	 	
                (D)  

              	
                If a
      Participant’s old award is an Unvested SAR Award, the Committee may
      determine that the Participant will be deemed to have agreed to the
      release of his old award in return for the grant of a new award under Rule
      9.6.

              


      

      


      
        	 	
                (E)  

              	
                Where this
      Rule 9.6 applies and a Participant agrees to exchange his SAR Award for an
      award over shares in the acquiring company (or a member of the acquiring
      company’s group), his SAR Award shall not
vest.

              


      

      


      
        	
                9.7  

              	
                Overriding
      Provision

              


      

      


      If:

      


      
        	 	
                (i)  

              	
                there occurs
      an arrangement as a result of which the Company will be under the Control
      of another company; and

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (ii)  

              	
                either:

              


      

      


      
        	 	
                (a)  

              	
                the persons
      who will own shares in the acquiring company immediately after the
      arrangement will be substantially the same as the persons who own shares
      in the Company immediately before the arrangement;
  or

              


      

      


      
        	 	
                (b)  

              	
                in relation
      to SAR Awards granted after 17 February 2010, the Committee determines
      that this provision should apply;
and

              


      

      


      
        	 	
                (iii)  

              	
                Participants
      are to be offered replacement awards which satisfy the requirements for a
      new award set out in Rule 9.6,

              


      

      


      then,
notwithstanding the previous provisions of this Rule 9, Unvested SAR Awards
shall not become Vested SAR Awards as provided for in this Rule 9. To the extent
that Participants do not agree to exchange their old awards for new awards, they
will lapse unless the Committee determines otherwise, in its absolute
discretion.

      


      
        	
                10.  

              	
                NON-TRANSFERABILITY
      OF SAR AWARDS

              


      

      


      
        	 	
                (A)  

              	
                A SAR Award
      is personal to the Participant and the Participant’s personal
      representatives.

              


      

      


      
        	 	
                (B)  

              	
                If a
      Participant transfers, assigns, charges, encumbers or otherwise alienates
      a SAR Award or creates in favour of any third party any interest therein
      or, in any case, attempts so to do, or a bankruptcy order is made in
      respect of the Participant (or any similar event occurs under the laws of
      any other country), the SAR Award shall
lapse.

              


      

      


      
        	
                11.  

              	
                LOSS
      OF OFFICE

              


      

      


      
        	 	
                (A)  

              	
                The
      participation in Part A of the Plan by a Participant is a matter entirely
      separate from, and shall not affect, the Participant’s pension rights and
      terms of employment.

              


      

      


      
        	 	
                (B)  

              	
                In particular
      (but without limitation), if a Participant for any reason whatsoever
      ceases to be employed by a member of the Group (whether or not such
      cessation involves breach, or alleged breach, of contract by the Company)
      or to be entitled to receive a SAR Award or Vested SAR Award, the
      Participant is not entitled to any rights or benefits under the Plan save
      as specifically provided elsewhere in these Rules and is not entitled to
      any compensation by reference to the rights granted to, or the benefits
      capable of being received by, the Participant under Part A of this Plan or
      for any loss or diminution in value in such rights or
      benefits.

              


      

      


      
        	
                12.  

              	
                VARIATION
      OF CAPITAL

              


      

      


      
        	
                12.1  

              	
                General

              


      

      


      This Rule 12
applies if there is a variation in the share capital of the Company or in such
other circumstances as the Committee considers appropriate.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                12.2  

              	
                Adjustment of SAR
      Awards1

              


      

      


      
        	 	
                (A)  

              	
                Subject to
      the rest of this Rule 12, the Committee shall adjust each SAR Award in
      such manner as it decides to be appropriate, with the consent of the
      Trustee where the Grantor is the Trustee. The Committee’s decision will be
      final.

              


      

      


      
        	 	
                (B)  

              	
                For the
      avoidance of doubt, the Committee shall adjust each SAR Award which has
      vested but has not yet been exercised or SAR Award which has been
      exercised but in respect of which Shares or ADSs have not yet been issued
      or transferred in a manner which is equitable to SAR Award
      holders.

              


      

      


      
        	 	
                (C)  

              	
                The Committee
      shall determine how such adjustment shall be carried out. The Committee’s
      decision shall be final and binding on each
  Participant.

              


      

      


      
        	
                12.3  

              	
                Notification
      of adjustment

              


      

      


      The Grantor must
notify each Participant of any adjustment to a SAR Award as soon as practicable
after the decision.

      


      
        	
                13.

              	
                GENERAL

              


      

      


      
        	
                13.1  

              	
                Administration

              


      

      


      
        	 	
                (A)  

              	
                Save as
      otherwise provided in the Rules of Part A, the Committee shall administer
      Part A of the Plan.

              


      

      


      
        	 	
                (B)  

              	
                The Committee
      may from time to time make and amend such regulations for the
      implementation and administration of Part A of the Plan as it thinks
      fit.

              


      

      


      
        	
                13.2  

              	
                Costs
      and expenses

              


      

      


      The costs of the
preparation and operation of Part A of the Plan shall be borne by the Company
and the Subsidiaries in such proportions as the Committee from time to time
determines.

      


      
        	
                13.3  

              	
                Power
      of amendment

              


      

      


      
        	 	
                (A)  

              	
                The Committee
      may at any time and from time to time amend Part A of the Plan in any
      respect provided that:

              


      

      


      
        	 	
                (i)  

              	
                subject to
      Rule 13.3(B), no amendment may be made to the advantage of Eligible
      Employees or Participants to any provision of the Rules without the prior
      approval of the Company in general meeting,
and

              


      

      


      
        
          

        

      

      
        	
                1

              	
                Rule 12.2(B)
      and (C) amended by resolution on 23 June 2008, pursuant to a resolution of
      the Implementation Committee dated 15 April
  2008.

              


      

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (ii)  

              	
                no amendment
      shall be made which would affect adversely any of the subsisting rights of
      a Participant except either with the Participant’s consent in writing or
      the consent of the majority of the Participants affected by the amendment
      or addition.

              


      

      


      
        	 	
                (B)  

              	
                Notwithstanding
      the limitation contained in Rule 13.3(A), the Committee may without the
      prior approval of the Company in general
  meeting:

              


      

      


      
        	 	
                (i)  

              	
                amend Part A
      of the Plan in order to take account of any amendments to any applicable
      legislation or to obtain or maintain favourable tax, exchange control or
      regulatory treatment for Participants or any member of the Group;
      or

              


      

      


      
        	 	
                (ii)  

              	
                make minor
      amendments to Part A of the Plan to benefit its
      administration.

              


      

      


      
        	 	
                (C)  

              	
                The Committee
      must give written notice to all Participants of any amendment made in
      accordance with this Rule 13.3 which affects their rights in any material
      respect.

              


      

      


      
        	
                13.4  

              	
                Sub
      plans

              


      

      


      In
exercising its powers of amendment, the Committee may create sub plans or
schedules to Part A of the Plan, as necessary, so as to be able to operate Part
A of the Plan in jurisdictions other than the United Kingdom.

      


      
        	
                13.5  

              	
                Termination

              


      

      


      The Committee may
at any time suspend or terminate the operation of Part A of the Plan and in such
event no further SAR Awards will be made for the time being or, as the case may
be, permanently but in all other respects the provisions of Part A of the Plan
shall remain in force.

      


      
        	
                14.

              	
                PLAN
  LIMITS

              


      

      


      
        	
                14.1  

              	
                General

              


      

      


      The Committee must
make sure that the nominal amount of Shares in respect of which SAR Awards are
granted on any date does not exceed either of the limits set out in Rule 14.3 or
14.4. The full number of Shares in respect of which SAR Awards are granted will
count towards the limits set out in Rule 14.3 and 14.4.

      


      Where SAR Awards
are granted on the basis that the number of Shares or ADSs to which the SAR
Award relates may be increased, depending upon achievement of Performance
Targets, the maximum number of Shares to which the SAR Award may relate, if
Performance Targets are achieved in full, will count towards the limits set out
in Rule 14.3 and 14.4.

      


      Where Vested SAR
Awards are exercised, only those Shares which are issued in accordance with Rule
6.3 shall count towards these limits.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                14.2  

              	
                Meaning
      of terms used in Rule 14

              


      

      


      In
this Rule 14:

      


      
        	 	
                (i)  

              	
                allocate means the issue
      of new Shares or the transfer of treasury shares in satisfaction of a
      person’s rights under an award;

              


      

      


      
        	 	
                (ii)  

              	
                an award means any option
      or other right to acquire or receive Shares whether conditional or
      unconditional and whether or not for
payment;

              


      

      


      
        	 	
                (iii)  

              	
                a discretionary scheme is
      a scheme in which those taking part are senior employees and directors
      chosen at the discretion of the body administering the
    scheme;

              


      

      


      
        	 	
                (iv)  

              	
                an employee share scheme
      means any scheme for employees of the Group which has been approved by the
      Company in general meeting;

              


      

      


      
        	 	
                (v)  

              	
                equity share capital has
      the same meaning as in section 548 of the Companies Act 2006 but, for the
      avoidance of doubt, will include any treasury
  shares;

              


      

      


      
        	 	
                (vi)  

              	
                no account
      will be taken of Shares acquired by an employee or former employee (or the
      personal representatives of such a person) where the Shares are acquired
      for a price equal to their Market Value at or about the date of
      acquisition and the cost of those Shares is borne by the employee or
      former employee (or his estate);

              


      

      


      
        	 	
                (vii)  

              	
                subject to
      (viii), no account will be taken of an award if, and to the extent that,
      the Committee considers that it will be satisfied by the transfer of
      existing Shares other than treasury shares;
and

              


      

      


      
        	 	
                (viii)  

              	
                any Shares
      allocated to the trustee of any trust which were used to satisfy awards
      granted under an employee share scheme must be treated as having been
      allocated in respect of those awards unless the Shares were acquired by
      the trustee pursuant to a rights issue or other opportunity offered to the
      trustee in respect of Shares other than Shares previously allocated to
      it.

              


      

      


      
        	
                14.3  

              	
                10%
      in 10 years for all schemes

              


      

      


      The limit for this
Rule is A minus B where A is 10% of the nominal amount of the Company’s equity
share capital on the date before the Date of Grant, and B is the total nominal
amount of the following:

      


      
        	 	
                (i)  

              	
                Shares
      allocated in respect of awards granted within the previous 10 years under
      any employee share scheme,

              


      

      


      
        	 	
                (ii)  

              	
                Shares
      remaining to be allocated in respect of awards granted on the same date or
      within the previous 10 years under any employee share scheme,
      and

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (iii)  

              	
                Shares
      allocated on the same date or within the previous 10 years under any
      employee share scheme otherwise than in respect of an
    award.

              


      

      


      Shares in Shire
Biopharmaceuticals Holdings or in Shire Pharmaceuticals Group issued or
treasury shares reissued under share plans of Shire
Biopharmaceuticals Holdings or Shire Pharmaceuticals Group count towards
the limits set out in Rule 14.3 as if they were shares in the
Company.

      


      
        	
                14.4  

              	
                5%
      in 10 years for discretionary
schemes

              


      

      


      The limit for this
Rule is A minus B where A is 5% of the nominal amount of the Company’s equity
share capital on the day before the Date of Grant, and B is the total nominal
amount of the following:

      


      
        	 	
                (i)  

              	
                Shares
      allocated in respect of awards granted within the previous 10 years under
      any discretionary employee share
scheme,

              


      

      


      
        	 	
                (ii)  

              	
                Shares
      remaining to be allocated in respect of awards granted on the same date or
      within the previous 10 years under any discretionary employee share
      scheme, and

              


      

      


      
        	 	
                (iii)  

              	
                Shares
      allocated on the same date or within the previous 10 years under any
      discretionary employee share scheme otherwise than in respect of an
      award.

              


      

      


      Shares in Shire
Biopharmaceuticals Holdings or in Shire Pharmaceuticals Group issued or
treasury shares reissued under share plans of Shire
Biopharmaceuticals Holdings or Shire Pharmaceuticals Group count towards
the limits set out in Rule 14.4 as if they were shares in the
Company.

      


      
        	
                14.5  

              	
                Life
      of Plan

              


      

      


      No
SAR Awards may be granted more than 10 years after shareholders of the Company
approve Part A of the Plan.

      


      
        	
                15.

              	
                NOTICES

              


      

      


      
        	
                15.1  

              	
                To
      Eligible Employees and Participants

              


      

      


      
        	 	
                (A)  

              	
                Any notice or
      document to be given to any Eligible Employee or Participant may be given
      through normal internal communications or by personal delivery or by
      sending it by ordinary post to the individual’s last known address or by
      e-mail or other electronic
transmission.

              


      

      


      
        	 	
                (B)  

              	
                Where a
      notice or document is sent by post it shall be deemed to have been
      received 72 hours after it was put into the post properly addressed and
      stamped.

              


      

      


      
        	 	
                (C)  

              	
                All notices
      and documents sent by post will be sent at the risk of the Eligible
      Employee or Participant concerned. Neither the Company nor any of its
      Subsidiaries nor the Trustee shall have any liability whatsoever to any
      Eligible Employee or Participant in

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      respect of any
notice or document sent, nor shall the Company or any of its Subsidiaries or the
Trustee be concerned to see that any Eligible Employee or Participant actually
receives it.

      


      
        	
                15.2  

              	
                To
      the Company

              


      

      


      Any notice or
document given by an Eligible Employee or a Participant to the Company or the
Committee shall be delivered or sent to the Company at its registered office,
marked for the attention of the Company Secretary (or at such other place or
places as the Committee may from time to time determine and notify to Eligible
Employees and Participants) and be effective upon receipt. Notices may be sent
by e-mail or other electronic transmission to such address as the Company may
from time to time specify.

      


      
        	
                15.3  

              	
                To
      the Trustee

              


      

      


      Any notice or
document given by an Eligible Employee or a Participant to the Trustee shall be
delivered or sent to the Trustee, care of the Company at its registered office
(or at such other place or places as the Trustee may from time to time determine
and notify to Eligible Employees and Participants), and be effective upon
receipt.

    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    

      


      SCHEDULE
- PERFORMANCE TARGET

      


      The following is a
general description of the Performance Targets referred to in Rule
3.

      


      
        	
                (a)  

              	
                The
      Performance Targets will be based on Non GAAP EBITDA and adjusted return
      on invested capital (“ROIC”), as computed by
      the Company, using information derived from the Company’s audited accounts
      and adjusted to ensure a consistent and equitable basis of measurement, as
      approved by the Remuneration Committee, including the add back of
      significant one time items.

              


      

      


      
        	
                (b)  

              	
                Where the
      Performance Target is imposed the SAR Award will be split between a base
      award (being one quarter of the total award made) and a performance award.
      Multiples of the base award will vest at the end of the performance period
      depending on the achievement of performance against the
      matrix.

              


      

      


      
        	
                Adjusted
      ROIC

              	 
      EBITDA
      growth (CAGR 2009-2012)
	
                Increase
      bp p.a.

              	
                8%

              	
                10%

              	
                12%

              	
                14%

              	
                16%

              
	
                10

              	
                1.0x

              	
                1.3x

              	
                1.7x

              	
                2.1x

              	
                2.5x

              
	
                20

              	
                1.3x

              	
                1.6x

              	
                2.0x

              	
                2.4x

              	
                2.8x

              
	
                40

              	
                1.6x

              	
                1.9x

              	
                2.4x

              	
                2.7x

              	
                3.1x

              
	
                60

              	
                1.9x

              	
                2.3x

              	
                2.6x

              	
                3.1x

              	
                3.5x

              
	
                80

              	
                2.2x

              	
                2.6x

              	
                3.1x

              	
                3.6x

              	
                4.0x

              
	
                100

              	
                2.5x

              	
                3.0x

              	
                3.5x

              	
                4.0x

              	
                4.0x

              


      

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    

      


      PART
B – PERFORMANCE SHARE AWARDS

      


      
        	
                1.

              	
                INTERPRETATION AND
      CONSTRUCTION

              


      

      


      
        	
                1.1  

              	
                Definitions

              


      

      


      In
this Plan, the following definitions apply:

      


      
        	 	
                (A)  

              	
                “ADS” means an American
      Depositary Share representing
Shares.

              


      

      


      
        	 	
                (B)  

              	
                “Associated Company”
      means, in relation to the Company (i) any Company which has Control of the
      Company; and (ii) any company which is under the Control of the Company or
      any company referred to in (i)

              


      

      


      
        	 	
                (C)  

              	
                The “Auditors” are the
      auditors for the time being of the Company or in the event of there being
      joint auditors, such one of them as the Board shall
  select.

              


      

      


      
        	 	
                (D)  

              	
                The “Board” means the board
      of directors of the Company.

              


      

      


      
        	 	
                (E)  

              	
                "Cause" means any reason
      which justifies a Participant's summary
  dismissal.

              


      

      


      
        	 	
                (F)  

              	
                The “Committee” means the
      Remuneration Committee of the Board or such other committee or committees
      of the Board as may be appointed from time to
  time.

              


      

      


      
        	 	
                (G)  

              	
                The “Company” is Shire plc
      registered in Jersey under No.
99854.

              


      

      


      
        	 	
                (H)  

              	
                “Conditions” has the
      meaning given in Rule 3.2(A) of Part
B.

              


      

      


      
        	 	
                (I)  

              	
                “Control” has the
      meaning given to it by section 840 of the Income and Corporation Taxes Act
      1988.

              


      

      


      
        	 	
                (J)  

              	
                The “Date of Grant” of a PSA
      Award is the date on which it is
granted.

              


      

      


      
        	 	
                (K)  

              	
                A “Dealing Day” is a day
      on which the London Stock Exchange is open for the transaction of
      business.

              


      

      


      
        	 	
                (L)  

              	
                “Eligible Employee” is
      any employee or salaried director of a member of the
  Group.

              


      

      


      
        	 	
                (M)  

              	
                A “Financial Year” means
      the period beginning with the first day of the Company’s accounting
      reference period and ending with the last day of that
    period.

              


      

      


      
        	 	
                (N)  

              	
                “Grantor” means the
      Company where a PSA Award is, or is to be, granted by the Company and the
      Trustee where a PSA Award is, or is to be, granted by the
      Trustee.

              


      

      


      
        	 	
                (O)  

              	
                “Grant Period” means any
      of the following:

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      
        


        
          	 	
                  (i)  

                	
                  the period of
      42 days commencing on the day on which Part B of the Plan is adopted by
      the Company;

                


        



      
        	 	
                (ii)  

              	
                the period of
      42 days commencing on the day after that on which the Company makes an
      announcement of its results for the last preceding Financial Year,
      half-year or other period;

              


      

      


      
        	 	
                (iii)  

              	
                when, or
      shortly after, an Eligible Employee first becomes employed by a member of
      the Group;

              


      

      


      
        	 	
                (iv)  

              	
                when, or
      shortly after, an Eligible Employee is promoted to a position which
      qualifies him to receive a PSA Award or an increased level of PSA
      Award;

              


      

      


      
        	 	
                (v)  

              	
                any other
      time where, in the discretion of the Committee, exceptional circumstances
      exist which justify the grant of PSA
Awards.

              


      

      


      
        	 	
                (P)  

              	
                The “Group” means the
      Company and its Subsidiaries and “member of the Group” is to be construed
      accordingly.

              


      

      


      
        	 	
                (Q)  

              	
                The “London Stock Exchange”
      means the London Stock Exchange plc or any recognised investment exchange
      for the purposes of the Financial Services and Markets Act 2000 which may
      take over the function of the London Stock Exchange
  plc.

              


      

      


      
        	 	
                (R)  

              	
                The “Market Value” of a Share
      on any date is the closing mid-market price at which transactions in
      shares take place on the London Stock Exchange on that date and the Market
      Value of an ADS on any date is the closing mid-market price at which
      transactions in ADSs take place on the NASDAQ on that
  date.

              


      

      


      
        	 	
                (S)  

              	
                A “PSA Award” is an award
      to acquire Shares or ADSs granted under Rule 3 of Part B of the
      Plan.

              


      

      


      
        	 	
                (T)  

              	
                “Part B” means Part B of
      the Plan under which PSA Awards can be granted (together with any
      applicable Schedule or Appendix).

              


      

      


      
        	 	
                (U)  

              	
                A “Participant” is the
      holder of a PSA Award or, where the context admits or requires, his
      personal representatives.

              


      

      


      
        	 	
                (V)  

              	
                The “Performance Period” in
      respect of a PSA Award is a period set by the Committee at or prior to
      grant of a PSA Award.

              


      

      


      
        	 	
                (W)  

              	
                “Performance Target”
      means the measure of the financial or other performance of the Company
      applied in relation to any PSA Award in accordance with Rule 3.2(A) of
      Part B.

              


      

      


      
        	 	
                (X)  

              	
                “Permitted Reason” in
      relation to a Participant:

              


      

      


      
        	 	
                (i)  

              	
                his
      Retirement;

              


      

      


      
        	 	
                (ii)  

              	
                his
      ill-health, injury or disability;

              


      

      
        


        
          	 	
                  (iii)  

                	
                  his
      redundancy, within the meaning of the Employment Right Act 1996 or his job
      elimination due to restructuring or a signified diminution of
      duties;

                


        

      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (iv)  

              	
                the company
      by which the Participant is employed ceasing to be a member of the Group;
      or

              


      

      


      
        	 	
                (v)  

              	
                the business,
      or part of the business, in which the Participant works being transferred
      or sold to a person which is not a member of the
  Group.

              


      

      


      
        	 	
                (Y)  

              	
                The “Plan” means Parts A and
      B of this plan (and including the Schedules and any Appendices to the
      Rules) as from time to time
amended.

              


      

      


      
        	 	
                (Z)  

              	
                “Retirement”
      means

              


      

      


      
        	 	
                (i)  

              	
                for PSA
      Awards granted on or before 17th February 2010 only, retirement on or
      after the Participant’s normal retirement date as specified in his
      contract of employment (or if there is no such date, his 65th
      birthday); or

              


      

      


      
        	 	
                (ii)  

              	
                for any PSA
      Awards, his retirement from employment with the consent of the
      Company.

              


      

      


      
        	 	
                (AA)  

              	
                The “Rules” means the rules
      of this Plan.

              


      

      


      
        	 	
                (BB)  

              	
                “Service Factor” means
      the fraction of which:

              


      

      


      
        	 	
                (i)  

              	
                the numerator
      is the number of complete weeks in the relevant period (defined below)
      during which the Participant was employed (or would have been employed had
      he remained in employment throughout his notice period) within the Group
      (in any case where Rule 6 of Part B applies) or prior to the relevant date
      (in any case where Rule 8 of Part B applies);
  and

              


      

      


      
        	 	
                (ii)  

              	
                the
      denominator is the total number of complete weeks in the relevant
      period;

              


      

      


      and for these
purposes, the relevant
period is, as the Committee may decide, either the Performance Period or
the period which starts with the Date of Grant and ends with the end of the
Performance Period, but ignoring any provision in the Rules which deems the
Performance Period to have ended earlier than it would otherwise have done but
for those Rules. Where there is no Performance Period, the relevant period shall
be the period which starts with the Date of Grant and ends with the Vesting
Date, ignoring any provision in the Rules which deems the Vesting Date to have
taken place earlier than it would have under Rule 5.2.

      


      
        	 	
                (CC)  

              	
                “Shares” means
      fully-paid ordinary shares in the capital of the
  Company.

              


      

      


      
        	 	
                (DD)  

              	
                “Subsidiary” has the
      meaning given to it by section 1159 of the Companies Act
    2006.

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (EE)  

              	
                The “Trust” means any trust
      for the benefit of, inter alia, employees of the Group from time to time
      designated by the Committee.

              


      

      


      
        	 	
                (FF)  

              	
                The “Trustee” means the
      trustee or trustees for the time being of the Trust or, if there is more
      than one, the trustee or trustees of the Trust nominated by the
      Committee.

              


      

      


      
        	 	
                (GG)  

              	
                “UK Listing Authority”
      means the Financial Services Authority acting in its capacity as the competent
      authority for the purposes of Part 6 of the Financial Services and Markets
      Act 2000 or such other person as is from time to time appointed to be the
      competent authority for the purposes of that
  Act.

              


      

      


      
        	 	
                (HH)  

              	
                “Unvested PSA Award”
      means any PSA Award or (as the case may be) that part of a PSA Award which is
      not a Vested PSA Award.

              


      

      


      
        	 	
                (II)  

              	
                “Vested PSA Award”
      means, subject to the Rules, a PSA Award, or (as the case may be) that part of a
      PSA Award which has vested in accordance with Rule 5.2 or otherwise of
      Part B.

              


      

      


      
        	 	
                (JJ)  

              	
                “Vesting Date” means in
      relation to any PSA Award, the date or dates on which such PSA Award
      vests.

              


      

      


      
        	
                1.2  

              	
                Meaning
      of ceasing to be employed within the
Group

              


      

      


      
        	 	
                (A)  

              	
                For the
      purposes of Part B of the Rules, but subject to (B), a Participant is to
      be treated as ceasing to be employed within the Group when he is no longer
      employed by any company which is a member of the Group. For the avoidance
      of doubt, a Participant will cease to be employed by a member of the Group
      if the company by which he is employed ceases to be a member of the
      Group.

              


      

      


      
        	 	
                (B)  

              	
                If a
      Participant is away from work:

              


      

      


      
        	 	
                (i)  

              	
                in
      circumstances where he has a contractual or statutory right to return to
      work at the end of the period of leave;
or

              


      

      


      
        	 	
                (ii)  

              	
                because of a
      period of leave approved by the Committee for this
  purpose,

              


      

      


      that Participant
will be treated for the purposes of Part B of the Rules as continuing to be
employed within the Group (whether or not he is) unless and until the Committee
is satisfied that there is no longer any reasonable expectation that the
Participant will return to work.

      


      
        	
                1.3  

              	
                Construction

              


      

      


      
        	 	
                (A)  

              	
                Where the
      context so admits, any reference in Part B of the Plan to the singular
      includes the plural and vice versa.

              


      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (B)  

              	
                Where the
      context so admits, any reference in Part B of the Plan to the masculine
      includes the feminine.

              


      

      


      
        	 	
                (C)  

              	
                Any reference
      in Part B of the Plan to any enactment is, unless otherwise stated, to the
      relevant United Kingdom legislation and includes a reference to that
      enactment as from time to time modified, extended or
      re-enacted.

              


      

      


      
        	 	
                (D)  

              	
                The headings
      to the Rules are for reference purposes only and shall not affect the
      meaning or construction of the
Rules.

              


      

      


      
        	
                1.4  

              	
                Governing
      law

              


      

      


      Part B of the Plan
and any PSA Award granted under it is governed by, and is to be construed in
accordance with, English law.

      


      
        	
                1.5  

              	
                Administration

              


      

      


      Unless the Rules
say otherwise, the Committee will administer Part B of the Plan.

      


      
        	
                1.6  

              	
                Disputes

              


      

      


      The Committee’s
decision on the construction of Part B of the Rules and on any disputes arising
under Part B of the Plan is final and binding on all persons.

       

      
        
          	
                  2.

                	
                  ELIGIBILITY

                


        

      

       

      
        
          	
                  2.1

                	
                  The persons
      who are eligible to receive PSA Awards are such Eligible Employees as are
      selected by
      the Committee, in its discretion, to participate in the
      Plan.

                


        

      

       

      
        
          	
                  3.

                	
                  GRANT
      OF PSA AWARDS


                


        

         

      

      
        	
                3.1  

              	
                Operation
      of Part B of the Plan

              


      

      


      
        	 	
                (A)  

              	
                The Committee
      shall decide whether or not to operate Part B of the Plan on any occasion
      and whether PSA Awards should be made by the Company or by the
      Trustee.

              


      

      


      
        	 	
                (B)  

              	
                All PSA
      Awards must be granted during the Grant
Period.

              


      

      


      
        	 	
                (C)  

              	
                The Committee
      must ensure that the limits in Rule 4 and 14 are not
    exceeded.

              


      

      


      
        	 	
                (D)  

              	
                The Committee
      shall ensure that Part B of the Plan is not operated at any time, or in
      any circumstances, when to do so would contravene the provisions of the
      Criminal Justice Act 1993, the Company’s share dealing code, the Listing
      Rules of the UK Listing Authority or any other applicable laws or
      regulations.

              


      

      


      
        	 	
                (E)  

              	
                No PSA Award
      shall be granted after 28 October
2015.

              


      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (F)  

              	
                PSA Awards
      granted under Part B of the Plan will not be
  pensionable.

              


      

      


      
        	
                3.2  

              	
                Grant
      of PSA Awards

              


      

      


      
        	 	
                (A)  

              	
                The Committee
      shall have absolute discretion to determine whether conditions shall apply
      before a PSA Award may vest. Where the Committee determines that
      conditions shall apply, those conditions shall
  include:

              


      

      


      
        	 	
                (i)  

              	
                a measure or
      measures of the financial or other performance of the Group (the “Performance Target”);
      and

              


      

      


      
        	 	
                (ii)  

              	
                such
      additional conditions (if any) as the Committee may
    determine,

              


      

      


      (together the
“Conditions”).

      


      Details of the
Conditions, as initially adopted, are set out in the schedule to Part B of these
Rules and the Conditions set out in this schedule shall apply where the
Committee does not specify any alternative Conditions.

      


      
        	 	
                (B)  

              	
                If PSA Awards
      are to be granted by the Company and the Committee determines that
      Conditions should apply to such PSA Award, the Company will grant a PSA
      Award to each relevant Eligible Employee on such
    Conditions.

              


      

      


      
        	 	
                (C)  

              	
                If PSA Awards
      are to be granted by the Trustee, the Committee must notify the Trustee
      of:

              


      

      


      
        	 	
                (i)  

              	
                the Eligible
      Employees whom it recommends be granted PSA Awards;
  and

              


      

      


      
        	 	
                (ii)  

              	
                the
      Conditions which the Committee recommends should be attached to PSA Awards
      and the applicable Performance Period (where
  applicable),

              


      

      


      and, if the Trustee
agrees to Part B of the Plan being operated in relation to that period and those
individuals, the Trustee will grant a PSA Award to each such Eligible Employee
on such terms.

      


      
        	 	
                (D)  

              	
                Appendices to
      the Plan may set out special terms applying to Eligible Employees or
      Participants in any jurisdiction.

              


      

      


      
        	 	
                (E)  

              	
                Each Eligible
      Employee who receives a PSA Award will be given written notice of the PSA
      Award and of any Conditions applying to that PSA
  Award.

              


      

      


      
        	
                3.3  

              	
                Shares
      or ADSs comprised in a PSA Award

              


      

      


      Participants shall
be notified as to whether the PSA Awards they receive are to be in respect of
Shares or ADSs.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      
        	
                3.4  

              	
                Adjustment
      of Performance Targets

              


      

      


      
        	 	
                (A)  

              	
                In the
      circumstances mentioned in Rule 3.4(E), the Committee may change or waive
      the Performance Target and/or the additional Conditions (if any) imposed
      under Rule 3.2(A).

              


      

      


      
        	 	
                (B)  

              	
                The power to
      change includes both the power to adjust and also the power to impose a
      replacement Performance Target and/or replacement additional Conditions
      and to amend the companies in any comparator
  group.

              


      

      


      
        	 	
                (C)  

              	
                The
      Committee's power is, however, restricted in that the change must not have
      the effect of making the Performance Target or the additional Conditions
      either materially easier or materially more difficult to achieve, in the
      opinion of the Committee, than it was or they were immediately before the
      circumstance in question.

              


      

      


      
        	 	
                (D)  

              	
                Where the
      Grantor exercises its power to waive the Performance Target or the
      additional Conditions, the Grantor is not required to impose a replacement
      Performance Target and/or replacement additional
    Conditions.

              


      

      


      
        	 	
                (E)  

              	
                The
      circumstances are:

              


      

      


      
        	 	
                (i)  

              	
                any variation
      of the Company’s capital,

              


      

      


      
        	 	
                (ii)  

              	
                such
      circumstances as were specified when the PSA Award was granted,
      and

              


      

      


      
        	 	
                (iii)  

              	
                any event or
      events as a result of which the Committee considers it fair and reasonable
      to change or waive the Performance Target and/or the additional
      Conditions.

              


      

      


      
        	 	
                (F)  

              	
                In any case
      where the Grantor is the Trustee, the Committee must tell the Trustee
      before setting or changing or waiving the Performance Target or other
      Conditions.

              


      

      


      
        	
                3.5  

              	
                Adjustment
      for dividends

              


      

      


      
        	 	
                (A)  

              	
                When a PSA
      Award vests, the number of Shares or ADSs which are issued or transferred
      to the Participant in satisfaction of the PSA Award will be increased in
      accordance with Rule 3.5(B), to reflect the dividends paid by the Company
      in the period from the Date of Grant to the Vesting
  Date.

              


      

      


      
        	 	
                (B)  

              	
                The number of
      Shares or ADSs transferred to a Participant in accordance with Rule 8 of
      Part B upon the vesting of a PSA Award will be increased by assuming that
      the dividends that would have been paid on those Shares or ADSs which vest
      (had the Participant been the owner of them) would have been reinvested in
      accordance with the Company’s dividend reinvestment programme (if any) or
      on such other basis as the Committee may
decide.

              

 

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                3.6  

              	
                Deed
      of grant for PSA Awards

              


      

      


      There shall be no
consideration for the grant of a PSA Award. On the Date of Grant, the Grantor
must execute a deed of grant in favour of each recipient of a PSA Award. The
deed of grant may be in favour of more than one recipient. If so, it will be
retained by the Grantor but the Grantor must make it (or the relevant part of
it) available for inspection by each recipient. As soon as practicable after the
Date of Grant, the Company must procure that each recipient is given written
details of his PSA Award. The deed of grant and the written details given to
each recipient must state the full terms of the Performance Target (if any) and
any other Conditions applicable to the PSA Award.

      


      
        	
                4.  

              	
                INDIVIDUAL
      LIMIT

              


      

      


      
        
          	 	
                  (A) 

                	
                  Except in
      circumstances determined by the Committee to be exceptional, each PSA
      Award must be limited and must therefore take effect, so that the total
      Market Value of the Shares or ADSs, as the case may be, under a PSA Award,
      in respect of each Participant does not exceed four times the individual’s
      pay (see (B)) annually.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  The pay of a Participant on
      any date is the annual rate of his basic pay (excluding bonuses,
      commissions and benefits in kind) from all members of the Group on that
      date.

                


        

      

      


      
        	
                5.  

              	
                VESTING
      OF PSA AWARDS

              


      

      


      
        	
                5.1  

              	
                General

              


      

      


      The number of
Shares or ADSs in respect of which a PSA Award vests and to which the
Participant will consequently become entitled is to be determined by the
Committee (with the consent of the Trustee, if the Trustee is the Grantor) in
accordance with the following provisions of this Rule 5.

      


      
        	
                5.2  

              	
                Vesting
      of Awards

              


      

      


      
        
          	 	
                  (A) 

                	
                  Subject to
      Rule 5.2(B) and (C), PSA Awards will vest on
  the:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  third
      anniversary of the Date of Grant in the case of Participants who hold PSA
      Awards which are not subject to a Performance Target and/or
      Conditions; and

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  third
      anniversary of the Date of Grant or the date on which the Committee
      determines that the Performance Target and any other Conditions imposed
      under Rule 3.2(A) have been satisfied and that, in the opinion of the
      Committee, the underlying performance of the Company is sufficient to
      justify the vesting of a PSA Award in the case of Participants who hold
      PSA Awards which are subject to a Performance Target and/or Conditions, if
      later,

                


        

      

      


      unless they have
previously lapsed in accordance with the Rules of the Plan. In the case of PSA
Awards which are subject to a Performance Target and/or Conditions,
if

      
        
           


        

        
          31

          
            

          

        

        
           


        

      

      


      the Performance
Target or any other Conditions are not met or if the Committee determines that
the underlying performance of the Company is not sufficient to justify vesting,
the PSA Awards will lapse.

      


      
        
          	 	
                  (B) 

                	
                  If the
      Committee so determines on or prior to the Date of Grant, PSA Awards for
      individuals who are not directors of the Company and who do not hold the
      position of Executive Vice-President of the Company may vest on such other
      date, or may vest in tranches on such other dates, as the Committee may
      determine provided that the first vesting may not be earlier than the
      first anniversary of the Date of Grant. Where a PSA Award vests in
      tranches on more than one date, the Committee shall determine the
      proportion of the PSA Award which vests on each such
  date.

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  If the
      Participant’s PSA Award does not vest, or does not vest in full on the
      specified date, then the PSA Award or, as the case may be, the unvested
      portion of it, shall lapse.

                


        

      

      


      
        	
                5.3  

              	
                Notification
      to Participant

              


      

      


      The Committee shall
notify Participants as soon as reasonably practicable of the percentage (if any)
of a PSA Award which has vested.

      


      
        	
                5.4  

              	
                Share
      Dealing Code

              


      

      


      
        
          	 	
                  (A) 

                	
                  At any time
      when the buying or selling of securities by a director or employee of the
      Company would breach the Company’s code of practice on dealings in shares
      and other securities, the vesting of a PSA Award may not
      occur.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  The
      restriction in (A) applies even if the Participant is not at that time
      forbidden by the code from buying or selling securities. The restriction
      does not, however, apply if permission is
given:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  in the case
      of a Participant who is bound by that code, in accordance with the
      procedures laid down in the code;
or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  in the case
      of any other Participant, by such person as the Committee may nominate for
      this purpose.

                


        

      

      


      
        	
                6.

              	
                RESTRICTIONS UPON
      VESTING

              


      

      


      
        	
                6.1  

              	
                General

              


      

      


      This Rule 6
overrides the other Rules in this Part B.

      


      
        	
                6.2  

              	
                Lapsing
      of PSA Awards

              


      

      


      If
a PSA Award lapses under any Rule, it will lapse for all purposes and will not
vest.

      
        
           


        

        
          32

          
            

          

        

        
           


        

      

      


      
        	
                6.3  

              	
                Cessation
      of employment - general

              


      

      


      
        
          	 	
                  (A) 

                	
                  Unless any of
      the following provisions apply, if a Participant’s employment within the
      Group ends for any reason whatsoever, his PSA Award will lapse on the date
      on which his employment ends, unless the Committee determines otherwise in
      its absolute discretion.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  If all of the
      following conditions are
satisfied:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  a Participant
      ceases to be employed within the
Group;

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  but for this
      Rule, his PSA Award would lapse (in whole or in part) on his employment
      ending; and

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  under the
      laws of the country in which the Participant works or lives or to which he
      is subject, such lapsing is unlawful or may render the Participant’s
      employer liable to some
disadvantage,

                


        

      

      


      the Committee may
take such action as it considers appropriate (to the minimum extent necessary to
comply with those laws or to ensure that the employer is not liable to that
disadvantage) including (without limitation) deciding that the PSA Award will
become a Vested PSA Award.

      


      
        	
                6.4  

              	
                Cessation
      of Employment – Unvested PSA Awards

              


      

      


      
        
          	 	
                  (A) 

                	
                  This Rule
      applies if a Participant’s employment within the Group ends at a time when
      he holds an Unvested PSA Award and his employment
  ends:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  for a
      Permitted Reason; or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  for any
      reason other than a Permitted Reason or death and the Committee, in its
      absolute discretion, decides that this Rule will apply in relation to that
      PSA Award.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  Subject to
      (C), the Participant’s PSA Award shall become a Vested PSA Award (if at
      all) in respect of the number of Shares or ADSs determined in accordance
      with Rule 5.1 by applying that Rule, as the Committee may decide,
      either:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  in the case
      of PSA Awards with a Performance Target and/or Conditions by deeming the
      Performance Period to have ended on the date on which the Participant’s
      employment ends or on some other date before the end of the Performance
      Period; or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  in respect of
      PSA Awards where there is no Performance Target or other Conditions, at
      the date on which the Participant’s employment
  ends.

                


        

         

        
          
             


          

          
            33

            
              

            

          

          
             


          

        

      

       

      If, and to the
extent that a PSA Award does not become a Vested PSA Award, it will
lapse.

      


      
        
          	 	
                  (C) 

                	
                  The number of
      Shares or ADSs in respect of which the PSA Award may become a Vested PSA
      Award will be reduced by the Service Factor, unless the Committee, in its
      absolute discretion, determines
otherwise.

                


        

      

      


      
        
          	 	
                  (D) 

                	
                  Where a PSA
      Award becomes a Vested PSA Award, Shares or ADSs will be transferred to
      the Participant in accordance with Rule
9.

                


        

      

      


      
        	
                6.5  

              	
                Death
      of a Participant

              


      

      


      
        
          	 	
                  (A) 

                	
                  If a
      Participant dies holding an Unvested PSA Award, the PSA Award will become
      a Vested PSA Award on the date of death and the number of Shares or ADSs
      in respect of which the PSA Award may become a Vested PSA Award will be
      reduced by the Service Factor, unless the Committee, in its absolute
      discretion, determines
otherwise.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  In respect of
      PSA Awards with a Performance Target and/or Conditions, they will cease to
      apply upon the death of a
Participant.

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  Where a PSA
      Award becomes a Vested PSA Award, Shares or ADSs will be transferred to
      the Participant in accordance with Rule
9.

                


        

      

      


      
        
          
            	 	
                    (D) 

                  	
                    If, and to
      the extent that a PSA Award does not became a Vested PSA Award, it will
      lapse.

                  


          

        

      

      


      
        	
                7.  

              	
                LAPSE
      OF PSA AWARDS

              


      

      


      Awards shall lapse
upon the occurrence of the earliest of the following events:

      


      
        
          	 	
                  (i) 

                	
                  except to the
      extent that it has vested, on the day immediately after the third
      anniversary of the Date of Grant or if applicable the later of such date
      and the date on which the Committee confirms that any Performance Target
      and/or Conditions have or have not been
met;

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  in accordance
      with Rule 5.2;

                


        

      

      


      
        
          
            	 	
                    (iii) 

                  	
                    the expiry of
      any of the periods specified in Rule
6;

                  


          

        

      

      


      
        
          	 	
                  (iv) 

                	
                  in accordance
      with Rule 8.

                


        

      

      


      
        	
                8.  

              	
                CHANGE
      IN CONTROL AND LIQUIDATION

              


      

      


      
        	
                8.1  

              	
                General
      Offer

              


      

      


      Subject to Rule
8.2, if any person obtains Control of the Company as a result of making
either:

      
        
           


        

        
          34

          
            

          

        

        
           


        

         

      

      
        
          	 	
                  (i) 

                	
                  a general
      offer to acquire the whole of the issued ordinary share capital of the
      Company (which is made on a condition that if it is satisfied the person
      making the offer will have Control of the Company);
  or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  a general
      offer to acquire all the shares in the Company which are of the same class
      as the Shares,

                


        

      

      


      then, subject to
Rules 8.6 and 8.7, PSA Awards will vest if and to the extent provided in Rule
8.5.

      


      For the purposes of
this Rule 8.1, a person shall be deemed to have obtained Control of the Company
if he and others acting in concert with him have together obtained Control of
it.

      


      
        	
                8.2  

              	
                Part
      18 Companies (Jersey) Law 1991

              


      

      


      If
any person becomes bound or entitled to acquire Shares in the Company under Part
18 of the Companies (Jersey) Law 1991 then, subject to Rules 8.6 and 8.7, PSA
Awards will vest if and to the extent provided in Rule 8.5.

      


      
        	
                8.3  

              	
                Article
      125 Companies (Jersey) Law 1991

              


      

      


      If
under Article 125 of the Companies (Jersey) Law 1991 the court sanctions a
compromise or arrangement between the Company and its members then, subject to
Rules 8.6 and 8.7, PSA Awards will vest if and to the extent provided in Rule
8.5.

      


      
        	
                8.4  

              	
                Winding-up

              


      

      


      All PSA Awards will
lapse when an effective resolution is passed or an order is made for the
winding-up of the Company, unless the Committee determines
otherwise.

      


      
        	
                8.5  

              	
                Vesting
      of PSA Awards

              


      

      


      
        
          	 	
                  (A) 

                	
                  In the
      circumstances referred to in Rules 8.1 to 8.3, if the Participant has an
      Unvested PSA Award, then it will become a Vested PSA Award, subject, where
      a Performance Target and/or Conditions apply, also to Rule 8.5(B), as
      follows:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  where one
      year or less has elapsed since the Date of Grant, in respect of one-third
      of the number of Shares or ADSs subject to the PSA Award;
    or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  where between
      one and two years have elapsed since the Date of Grant, in respect of
      two-thirds of the number of Shares or ADSs subject to the PSA Award;
      or

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  where between
      two and three years have elapsed since the Date of Grant, in respect of
      the full number of Shares or ADSs subject to the PSA
  Award.

                


        

      

      
        
           


        

        
          35

          
            

          

        

        
           


        

      

      


      
        
          	 	
                  (B) 

                	
                  In respect of
      PSA Awards with a Performance Target and/or Conditions, unless the
      Committee in its absolute discretion determines otherwise, the PSA Award
      will only become a Vested PSA Award to the extent that the Committee
      determines that the Performance Target and any other Conditions imposed
      under Rule 3.2(A) of Part B have been satisfied on the basis that the
      Performance Period is deemed to have ended on the date of the event
      referred to in Rules 8.1 to 8.3. Any pro-rating required by Rule 8.5(A)
      will apply to reduce the Vested PSA Award determined under this Rule
      8.5(B).

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  To the extent
      that a PSA Award does not become a Vested PSA Award in accordance with
      this Rule 8.5, subject to Rule 8.6, it shall
  lapse.

                


        

      

      


      
        	
                8.6  

              	
                Exchange
      of PSA Awards

              


      

      


      
        
          	 	
                  (A) 

                	
                  In the
      circumstances referred to in Rules 8.1 to 8.3, if a company obtains
      Control of the Company, a Participant may, if the acquiring company so
      agrees and within the Relevant Period, release his PSA Award (the old award) in
      consideration of the grant to him of an award over shares in the acquiring
      company or a member of the acquiring company’s group (the new
    award).

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  In this Rule
      8.6 “Relevant
      Period” means:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  in a case
      falling within Rule 8.1, six months beginning with the time when the
      acquiring company obtains Control of the Company and any condition subject
      to which the offer is made is satisfied or
  waived;

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  in a case
      falling within Rule 8.2, the period during which the acquiring company
      remains so bound or entitled;
and

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  in a case
      falling within Rule 8.3, six months beginning with the time when the court
      sanctions the compromise or
arrangement.

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  If a
      Participant is granted a new award under Rule
  8.6:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  the new award
      will vest in the same way as the old award and will vest on the first date
      on which the old award could have become a Vested PSA
    Award;

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  the Rules
      will apply to the new award as if references to Shares were references to
      the shares in respect of which the new award is
  granted;

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  the Rules
      will apply to the new award as if references to the Company (including any
      such references as occur in expressions which are defined in Rule 1.1 and
      are used in those Rules) were references to the company in respect of
      whose shares the new award is
granted;

                


        

      

      


      
        
          	 	
                  (iv) 

                	
                  the Rules
      will otherwise apply with such adjustments as the Committee may decide;
      and

                


        

      

      
        
           


        

        
          36

          
            

          

        

        
           


        

      

      


      
        
          	 	
                  (v) 

                	
                  the existing
      Performance Target and/or Conditions will continue to apply to the new
      award unless the Committee determines that a replacement Performance
      Target and/or Conditions should
apply.

                


        

      

      


      
        
          	 	
                  (D) 

                	
                  If a
      Participant’s old award is an Unvested PSA Award, the Committee may
      determine that the Participant will be deemed to have agreed to the
      release of his old award in return for the grant of a new award under Rule
      8.6.

                


        

      

      


      
        
          	 	
                  (E) 

                	
                  Where this
      Rule 8.6 applies and a Participant agrees to exchange his PSA Award for an
      award over shares in the acquiring company (or a member of the acquiring
      company’s group), his PSA Award shall not
vest.

                


        

      

      


      
        	
                8.7  

              	
                Overriding
      Provision

              


      

      


      If:

      


      
        
          	 	
                  (i) 

                	
                  there occurs
      an arrangement as a result of which the Company will be under the Control
      of another company; and

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  either:

                


        

      

      


      
        
          	 	
                  (a) 

                	
                  the persons
      who will own shares in the acquiring company immediately after the
      arrangement will be substantially the same as the persons who own shares
      in the Company immediately before the arrangement;
  or

                


        

      

      


      
        
          	 	
                  (b) 

                	
                  in relation
      to PSA Awards granted after 17 February 2010, the Committee determines
      that this provision should apply,
and

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  Participants
      are to be offered replacement awards which satisfy the requirements for a
      new award set out in Rule
8.6,

                


        

      

      


      then,
notwithstanding the previous provisions of this Rule 8, Unvested PSA Awards
shall not become Vested PSA Awards as provided for in this Rule 8. To the extent
that Participants do not agree to exchange their old awards for new awards, they
will lapse unless the Committee determines otherwise in its absolute
discretion.

       

      
        	
                9.

              	
                PROCEDURE ON
      VESTING

              


      

      


      
        
          	
                  9.1 

                	
                  Issue
      or Transfer of Shares

                


        

      

      


      
        
          	 	
                  (A) 

                	
                  Subject to
      (C) below, within 30 days of the date on which a PSA Award vests the
      Company shall:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  issue,
      re-issue from treasury or procure the transfer of;
  or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  (where the
      PSA Award was granted by the Trustee), the Trustee will
      transfer,

                


        

         

        
          
             


          

          
            37

            
              

            

          

          
             


          

           

        

      

      to
the Participant (or at the Participant’s direction) the number of Shares which
have vested. In the case of an award over ADSs, the Company must arrange for the
ADSs, and the American Depositary Receipts evidencing the ADSs, to be
transferred to the Participant or to someone else chosen by the
Participant.

      


      
        
          	 	
                  (B) 

                	
                  This
      obligation is, however, subject to Rules 9.2 and
  9.3.

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  It is also
      subject to obtaining such consents or approvals as may be required by any
      competent authority under regulations or enactments for the time being in
      force and, in the case of ADSs, to the provisions of the deposit
      arrangement between the Company and the depositary bank for the Company’s
      ADS programme. It is the responsibility of the Participant to obtain such
      consents and approvals.

                


        

      

      


      
        
          	 	
                  (D) 

                	
                  Any stamp
      duty payable on the transfer of Shares under a PSA Award shall be paid by
      the Company.

                


        

      

      


      
        	
                9.2  

              	
                Withholding
      obligations

              


      

      


      
        
          	 	
                  (A) 

                	
                  This Rule 9.2
      applies if a Participant is liable to tax, duties or other amounts on the
      vesting of a PSA Award and the Participant’s employer or former employer
      is liable to make a payment to the appropriate authorities on account of
      that liability.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  Where a PSA
      Award has vested either the Company or the Trustee will sell on behalf of
      the Participant sufficient of the Shares or ADSs which would otherwise be
      issued or transferred to the Participant on that vesting so that the net
      proceeds of sale equal the minimum payment which the employer or former
      employer is required to pay to the appropriate authorities on behalf of
      the Participant. Where such Shares or ADSs are sold by the Trustee, the
      Trustee will account to the employer or former employer for the net
      proceeds of sale. The Company will procure that an amount equal to those
      net proceeds is remitted to the appropriate authorities on behalf of the
      Participant.

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  Rule 9.2(B)
      shall not apply, where it is not possible for the Company or the Trustee
      to act in this way. In these circumstances, the Participant must make
      alternative arrangements for the payment of an amount due on the vesting
      of the PSA Award to the satisfaction of the Participant’s employer or
      former employer.

                


        

      

      


      
        
          	 	
                  (D) 

                	
                  The Company
      or Trustee need not sell the Shares or ADSs referred to in Rule 9.2(B) in
      whole or in part and may either not issue such Shares or may retain them
      as assets of the Trust provided that an amount equal to the payment
      required to be made to the appropriate authorities is made by the Company
      or is accounted for by the Trustee to the employer or former employer,
      derived from the other assets of the Company or the Trustee, as the case
      may be.

                


        

      

      


      
        	
                9.3  

              	
                Provision
      of Shares

              


      

      


      
        
          	 	
                  (A) 

                	
                  If and to the
      extent that a PSA Award granted by the Trustee vests in accordance with
      the Rules and:

                


        

      

      
        
           


        

        
          38

          
            

          

        

        
           


        

      

      


      
        
          	 	
                  (i) 

                	
                  the Trustee
      is unable to transfer Shares or ADSs to the Participant, whether due to it
      holding insufficient Shares or ADSs or other assets to enable it to meet
      such PSA Award or otherwise;
or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  any such
      transfer would be unlawful in any relevant jurisdiction;
  or

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  in making
      such a transfer the Trustee would be in breach of its duties under the
      Trust,

                


        

      

      


      
        the obligations of the
Trustee under the Plan and the PSA Award shall lapse.

      

      


      
        
          	 	
                  (B) 

                	
                  If the
      obligations of the Trustee so lapse, the Company shall procure that any
      Shares or ADSs not so transferred by the Trustee to which the Participant
      is entitled under the Rules (ignoring Rule 9.3(A)) (or an amount equal to
      the proceeds of the sale of such number of Shares) are issued by the
      Company or transferred to the relevant Participant, either by the Trustee
      or by some other person, as soon as reasonably
  practicable.

                


        

      

      


      
        	
                10.  

              	
                NON-TRANSFERABILITY
      OF PSA AWARDS

              


      

      


      
        
          	 	
                  (A) 

                	
                  A PSA Award
      is personal to the Participant and the Participant’s personal
      representatives.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  If a
      Participant transfers, assigns, charges, encumbers or otherwise alienates
      a PSA Award or creates in favour of any third party any interest therein
      or, in any case, attempts so to do, or a bankruptcy order is made in
      respect of the Participant (or any similar event occurs under the laws of
      any other country), the PSA Award shall
lapse.

                


        

      

      


      
        	
                11.  

              	
                LOSS
      OF OFFICE

              


      

      


      
        
          	 	
                  (A) 

                	
                  The
      participation in Part B of the Plan by a Participant is a matter entirely
      separate from, and shall not affect, the Participant’s pension rights and
      terms of employment.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  In particular
      (but without limitation), if a Participant for any reason whatsoever
      ceases to be employed by a member of the Group (whether or not such
      cessation involves breach, or alleged breach, of contract by the Company)
      or to be entitled to receive a PSA Award or Vested PSA Award, the
      Participant is not entitled to any rights or benefits under the Plan save
      as specifically provided elsewhere in these Rules and is not entitled to
      any compensation by reference to the rights granted to, or the benefits
      capable of being received by, the Participant under Part B of this Plan or
      for any loss or diminution in value in such rights or
      benefits.

                


        

         

        
          
             


          

          
            39

            
              

            

          

          
             


          

        

      

       

      
        	
                12.

              	
                VARIATION OF
      CAPITAL

              


      

      


      
        	
                12.1  

              	
                General

              


      

      


      This Rule 12
applies if there is a variation in the share capital of the Company or in such
other circumstances as the Committee considers appropriate.

      


      
        	
                12.2  

              	
                Adjustment of
      Awards2

              


      

      


      
        
          	 	
                  (A) 

                	
                  Subject to
      the rest of this Rule 12, the Committee shall adjust each PSA Award in
      such manner as it decides to be appropriate, with the consent of the
      Trustee where the Grantor is the Trustee. The Committee’s decision will be
      final.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  For the
      avoidance of doubt, the Committee shall adjust each PSA Award which has
      vested but in respect of which Shares or ADSs have not yet been issued or
      transferred in a manner which is equitable to PSA Award
      holders.

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  The Committee
      shall determine how such adjustment shall be carried out. The Committee’s
      decision shall be final and binding on each
  Participant.

                


        

      

      


      
        	
                12.3  

              	
                Notification
      of adjustment

              


      

      


      The Grantor must
notify each Participant of any adjustment to a PSA Award as soon as practicable
after the decision.

      


      
        	
                13.

              	
                GENERAL

              


      

      


      
        	
                13.1  

              	
                Administration

              


      

      


      
        
          	 	
                  (A) 

                	
                  Save as
      otherwise provided in the Rules of Part B, the Committee shall administer
      Part B of the Plan.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  The Committee
      may from time to time make and amend such regulations for the
      implementation and administration of Part B of the Plan as it thinks
      fit.

                


        

      

      


      
        	
                13.2  

              	
                Costs
      and expenses

              


      

      


      The costs of the
preparation and operation of Part B of the Plan shall be borne by the Company
and the Subsidiaries in such proportions as the Committee from time to time
determines.

      


      
        	
                13.3  

              	
                Power
      of amendment

              


      

      


      
        
          

        

      

      
        	
                2  

              	
                Rule 12.2(B)
      and (C) amended by resolution on 23 June 2008, pursuant to a resolution of
      the Implementation Committee dated 15 April
  2008.

              


      

      


      
        
           


        

        
          40

          
            

          

        

        
           


        

         

      

      
        
          	 	
                  (A) 

                	
                  The Committee
      may at any time and from time to time amend Part B of the Plan in any
      respect provided that:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  subject to
      Rule 13.3(B), no amendment may be made to the advantage of Eligible
      Employees or Participants to any provision of the Rules without the prior
      approval of the Company in general meeting;
and

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  no amendment
      shall be made which would affect adversely any of the subsisting rights of
      a Participant except either with the Participant’s consent in writing or
      the consent of the majority of the Participants affected by the amendment
      or addition.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  Notwithstanding
      the limitation contained in Rule 13.3(A), the Committee may without the
      prior approval of the Company in general
  meeting:

                


        

      

      


      
        
          	 	
                  (i) 

                	
                  amend Part B
      of the Plan in order to take account of any amendments to any applicable
      legislation or to obtain or maintain favourable tax, exchange control or
      regulatory treatment for Participants or any member of the Group;
      or

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  make minor
      amendments to Part B of the Plan to benefit its
      administration.

                


        

      

      


      
        
          	 	
                  (C) 

                	
                  The Committee
      must give written notice to all Participants of any amendment made in
      accordance with this Rule 13.3 which affects their rights in any material
      respect.

                


        

      

      


      
        	
                13.4  

              	
                Sub
      plans

              


      

      


      In
exercising its powers of amendment, the Committee may create sub plans and
schedules to Part B of the Plan, as necessary, so as to be able to operate the
Plan in jurisdictions other than the United Kingdom.

      


      
        	
                13.5  

              	
                Termination

              


      

      


      The Committee may
at any time suspend or terminate the operation of Part B of the Plan and in such
event no further PSA Awards will be made for the time being or, as the case may
be, permanently but in all other respects the provisions of Part B of the Plan
shall remain in force.

      


      
        	
                14.

              	
                PLAN
  LIMITS

              


      

      


      
        	
                14.1  

              	
                General

              


      

      


      The Committee must
make sure that the nominal amount of Shares in respect of which PSA Awards are
granted on any date does not exceed either of the limits set out in Rule 14.3 or
14.4.

      


      Where PSA Awards
are granted on the basis that the number of Shares in respect of which the PSA
Award is made may be increased, depending upon achievement of Performance Targets, 

       

      
        
           


        

        
          41

          
            

          

        

        
           


        

      

      


      the maximum number
of Shares to which the PSA Award may relate if Performance Targets are achieved
in full will count towards the limits set out in Rule 14.3 and
14.4.

      


      
        	
                14.2  

              	
                Meaning
      of terms used in Rule 14

              


      

      


      In
this Rule 14:

      


      
        
          	 	
                  (i)

                	
                  allocate means the issue
      of new Shares or the transfer of treasury shares in satisfaction of a
      person’s rights under an
award;

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  an award means any option
      or other right to acquire or receive Shares whether conditional or
      unconditional and whether or not for
payment;

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  a discretionary scheme is
      a scheme in which those taking part are senior employees and directors
      chosen at the discretion of the body administering the
    scheme;

                


        

      

      


      
        
          	 	
                  (iv) 

                	
                  an employee share scheme
      means any scheme for employees of the Group which has been approved by the
      Company in general meeting;

                


        

      

      


      
        
          	 	
                  (v)

                	
                  equity share capital has
      the same meaning as in section 548 of the Companies Act 2006 but, for the
      avoidance of doubt, will include any treasury
  shares;

                


        

      

      


      
        
          	 	
                  (vi) 

                	
                  no account
      will be taken of Shares acquired by an employee or former employee (or the
      personal representatives of such a person) where the Shares are acquired
      for a price equal to their Market Value at or about the date of
      acquisition and the cost of those Shares is borne by the employee or
      former employee (or his
estate);

                


        

      

      


      
        
          	 	
                  (vii) 

                	
                  subject to
      (viii), no account will be taken of an award if, and to the extent that,
      the Committee considers that it will be satisfied by the transfer of
      existing Shares other than treasury shares;
and

                


        

      

      


      
        
          	 	
                  (viii) 

                	
                  any Shares
      allocated to the trustee of any trust which were used to satisfy awards
      granted under an employee share scheme must be treated as having been
      allocated in respect of those awards unless the Shares were acquired by
      the trustee pursuant to a rights issue or other opportunity offered to the
      trustee in respect of Shares other than Shares previously allocated to
      it.

                


        

      

      


      
        	
                14.3  

              	
                10%
      in 10 years for all schemes

              


      

      


      The limit for this
Rule is A minus B where A is 10% of the nominal amount of the Company’s equity
share capital on the date before the Date of Grant, and B is the total nominal
amount of the following:

      


      
        
          	 	
                  (i) 

                	
                  Shares
      allocated in respect of awards granted within the previous 10 years under
      any employee share scheme,

                


        

      

      
        
           


        

        
          42

          
            

          

        

        
           


        

         

      

      
        
          	 	
                  (ii) 

                	
                  Shares
      remaining to be allocated in respect of awards granted on the same date or
      within the previous 10 years under any employee share scheme,
      and

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  Shares
      allocated on the same date or within the previous 10 years under any
      employee share scheme otherwise than in respect of an
    award.

                


        

      

      


      Shares in Shire
Biopharmaceuticals Holdings or in Shire Pharmaceuticals Group issued
or treasury shares reissued under share plans of Shire
Biopharmaceuticals Holdings or Shire Pharmaceuticals Group count
towards the limits set out in Rule 14.3 as if they were shares in the
Company.

      


      
        	
                14.4  

              	
                5%
      in 10 years for discretionary
schemes

              


      

      


      The limit for this
Rule is A minus B where A is 5% of the nominal amount of the Company’s equity
share capital on the day before the Date of Grant, and B is the total nominal
amount of the following:

      


      
        
          	 	
                  (i) 

                	
                  Shares
      allocated in respect of awards granted within the previous 10 years under
      any discretionary employee share
scheme,

                


        

      

      


      
        
          	 	
                  (ii) 

                	
                  Shares
      remaining to be allocated in respect of awards granted on the same date or
      within the previous 10 years under any discretionary employee share
      scheme, and

                


        

      

      


      
        
          	 	
                  (iii) 

                	
                  Shares
      allocated on the same date or within the previous 10 years under any
      discretionary employee share scheme otherwise than in respect of an
      award.

                


        

      

      


      Shares
in Shire Biopharmaceuticals Holdings or in Shire Pharmaceuticals
Group issued or treasury shares reissued under share plans of Shire
Biopharmaceuticals Holdings or Shire Pharmaceuticals Group count
towards the limits set out in Rule 14.4 as if they were shares in the
Company.

      


      
        	
                14.5  

              	
                Life
      of Plan

              


      

      


      No
PSA Awards may be granted more than 10 years after shareholders of the Company
approve Part B of the Plan.

      


      
        	
                15.

              	
                NOTICES

              


      

      


      
        	
                15.1  

              	
                To
      Eligible Employees and Participants

              


      

      


      
        
          	 	
                  (A) 

                	
                  Any notice or
      document to be given any Eligible Employee or Participant may be given
      through normal internal communications or by personal delivery or by
      sending it by ordinary post to the individual’s last known address or by
      e-mail or other electronic
transmission.

                


        

      

      


      
        
          	 	
                  (B) 

                	
                  Where a
      notice or document is sent by post it shall be deemed to have been
      received 72 hours after it was put into the post properly addressed and
      stamped.

                


        

      

      
        
           


        

        
          43

          
            

          

        

        
           


        

      

      
         

        
          	 	
                  (C) 

                	
                  All notices
      and documents sent by post will be sent at the risk of the Eligible
      Employee or Participant concerned. Neither the Company nor any of its
      Subsidiaries nor the Trustee shall have any liability whatsoever to any
      Eligible Employee or Participant in respect of any notice or document
      sent, nor shall the Company or any of its Subsidiaries or the Trustee be
      concerned to see that any Eligible Employee or Participant actually
      receives it.

                


        

      

      


      
        	
                15.2  

              	
                To
      the Company

              


      

      


      Any notice or
document given by an Eligible Employee or a Participant to the Company or the
Committee shall be delivered or sent to the Company at its registered office,
marked for the attention of the Company Secretary (or at such other place or
places as the Committee may from time to time determine and notify to Eligible
Employees and Participants) and be effective upon receipt. Notices may be sent
by e-mail or other electronic transmission to such address as the Company may
from time to time specify.

      


      
        	
                15.3  

              	
                To
      the Trustee

              


      

      


      Any notice or
document given by an Eligible Employee or a Participant to the Trustee shall be
delivered or sent to the Trustee, care of the Company at its registered office
(or at such other place or places as the Trustee may from time to time determine
and notify to Eligible Employees and Participants), and be effective upon
receipt.

      
        
           


        

        
          44

          
            

          

        

        
           


        

      

      


      SCHEDULE
- PERFORMANCE TARGET

       

      


      The following is a
general description of the Performance Targets referred to in Rule
3.

      


      
        	
                (a)  

              	
                The
      Performance Targets will be based on Non GAAP EBITDA and adjusted return
      on invested capital (“ROIC”), as computed by
      the Company, using information derived from the Company’s audited accounts
      and adjusted to ensure a consistent and equitable basis of measurement, as
      approved by the Remuneration Committee, including the add back of
      significant one time items.

              


      

      


      
        	
                (b)  

              	
                Where the
      Performance Target is imposed the PSA Award will be split between a base
      award (being one quarter of the total award made) and a performance award.
      Multiples of the base award will vest at the end of the performance period
      depending on the achievement of performance against the
      matrix.

              


      

      
         

        
          	
                  Adjusted
      ROIC

                	
                  EBITDA
      growth (CAGR 2009-2012)

                
	
                  Increase
      bp p.a.

                	
                  8%

                	
                  10%

                	
                  12%

                	
                  14%

                	
                  16%

                
	
                  10

                	
                  1.0x

                	
                  1.3x

                	
                  1.7x

                	
                  2.1x

                	
                  2.5x

                
	
                  20

                	
                  1.3x

                	
                  1.6x

                	
                  2.0x

                	
                  2.4x

                	
                  2.8x

                
	
                  40

                	
                  1.6x

                	
                  1.9x

                	
                  2.4x

                	
                  2.7x

                	
                  3.1x

                
	
                  60

                	
                  1.9x

                	
                  2.3x

                	
                  2.6x

                	
                  3.1x

                	
                  3.5x

                
	
                  80

                	
                  2.2x

                	
                  2.6x

                	
                  3.1x

                	
                  3.6x

                	
                  4.0x

                
	
                  100

                	
                  2.5x

                	
                  3.0x

                	
                  3.5x

                	
                  4.0x

                	
                  4.0x

                


        

      

      


      
        
           


        

        
          45

          
            

          

        

        
           


        

      

       

      APPENDIX
A - AWARDS TO CANADIAN PARTICIPANTS

      


      


      
        	
                1.  

              	
                Notwithstanding
      any other provisions of the Rules, any award made on or after 1 February
      2008 under Part B of the Rules to any person who is in the year prior to
      the Date of Grant resident for tax purposes in Canada (a “Canadian Participant”)
      shall, if and to the extent it has not already vested or lapsed, vest on
      December 20, of the second calendar year following the year in which the
      Date of Grant occurred.

              


      

      


      
        	
                2.  

              	
                Save as
      provided above, the provisions of the Rules shall apply to awards made to
      Canadian Participants.

              


      

       

       

       

       

      46