EXHIBIT 4.05

    

    
       

      DATED 29 AUGUST 2008

      


      


      


      


      


      


      


      


      
        
          

        

      

      


      


      TRUST
DEED FOR

       

      THE
NEW SHIRE

       

      INCOME
ACCESS TRUST 

        


        


        
          
            

          

        

      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Slaughter and
May

       One Bunhill
Row

      London EC1Y
8YY

      (RCS/AYB/CPXM)

      


      CE080430039

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      CONTENTS

      
        	 
      	 
      	
                Page

              
	 	 	 
	
                1.

              	
                INTERPRETATION

              	
                 
      1

              
	 	 	 
	
                2.

              	
                ESTABLISHMENT
      OF THE TRUST

              	
                5

              
	 	 	 
	
                3.

              	
                OBJECT AND
      PURPOSE

              	
                6

              
	 	 	 
	
                4.

              	
                APPOINTMENT OF
      TRUSTEE

              	
                8

              
	 	 	 
	
                5.

              	
                VACATION OF
      OFFICE BY TRUSTEE

              	
                8

              
	 	 	 
	
                6.

              	
                DUTIES OF
      TRUSTEE

              	
                8

              
	 	 	 
	
                7.

              	
                POWERS OF
      TRUSTEE

              	
                9

              
	 	 	 
	
                8.

              	
                BOOKS AND
      RECORDS

              	
                10

              
	 	 	 
	
                9.

              	
                DISCRETION OF
      TRUSTEE

              	
                10

              
	 	 	 
	
                10.

              	
                LIABILITY OF
      TRUSTEE

              	
                10

              
	 	 	 
	
                11.

              	
                REMUNERATION

              	
                11

              
	 	 	 
	
                12.

              	
                APPLICATION OF
      TRUST PROPERTY

              	
                11

              
	 	 	 
	
                13

              	
                INVESTMENT
      RESTRICTIONS

              	
                12

              
	 	 	 
	
                14.

              	
                AMENDMENTS OF
      TRUST DEED

              	
                12

              
	 	 	 
	
                15.

              	
                ENTIRE
      AGREEMENT

              	
                12

              
	 	 	 
	
                16.

              	
                DISSOLUTION OF
      THE TRUST

              	
                12

              
	 	 	 
	
                17.

              	
                COUNTERPARTS

              	
                13

              
	 	 	 
	
                18.

              	
                GOVERNING
      LAW

              	
                13

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS TRUST DEED is
made on 29 August 2008

      


      BETWEEN

      


      
        	
                1.

              	
                LLOYDS TSB OFFSHORE TRUST
      COMPANY LIMITED, a company limited by shares incorporated and
      registered in Jersey under no. 7748, whose registered office is at PO Box
      160, 25 New Street, St Helier, Jersey JE4 8RG, as trustee;
    and

              
	 
      	 
      
	
                2.

              	
                SHIRE LIMITED, a public
      company limited by shares incorporated and registered in Jersey under no.
      99854, whose registered office is at 22 Grenville Street, St Helier,
      Jersey JE4 8PX ("New
      Shire").

              
	 
      	 
      
	 
      	
                WHEREAS

              
	 
      	 
      
	
                (A)

              	
                Old Shire
      intends to issue the Income Access Share to the Trustee in order to give
      effect to the Income Access Share Arrangements.

              
	 
      	 
      
	
                (B)

              	
                The Trustee
      has agreed to declare a trust over the Income Access Share, any amounts
      paid to it by way
      of dividend on the Income Access Share and any interest or other
      income earned by it on such dividend amounts
      on the terms set out herein.

              
	 
      	 
      
	
                (C)

              	
                The Parties
      accordingly wish to enter into this Trust
Deed.

              


      

       

      
        	
                1.

              	
                INTERPRETATION

              	 
      
	 	 	 
	
                1.1

              	
                Definitions

              	 
      
	 	 	 
	 
      	
                In this Trust
      Deed:

              	 
      
	 	 	 
	 
      	
                "ADS"

              	
                means an
      American depositary share issued by the ADS Depositary, representing three
      New Shire Shares;

              
	 
      	 
      	 
      
	 
      	
                "ADS
      Deposit Agreement"

              	
                means the
      deposit agreement between New Shire, the depositary for the time being
      (being JPMorgan Chase Bank, N.A. at the date of this Trust Deed), and the
      holders from time to time of the ADSs issued
thereunder;

              
	 
      	 
      	 
      
	 
      	
                "Depositary
      Shareholders"

              	
                means the
      person (or persons) identified in the register of members of New Shire
      from time to time as the legal owner (or legal owners) of the New Shire
      Shares held pursuant to the ADS Deposit Agreement (being Guaranty Nominees
      Limited at the date of this Trust Deed);

              
	 
      	 
      	 
      
	 
      	
                "Circular"

              	
                means the
      circular dated 16 April 2008 issued by Old Shire relating to the
      Scheme;

              
	 
      	 
      	 
      


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
        

         

        
          	 2


        

        
           

          
            	 	
                    “Cured
      Non-Compliant Electing 

                    Shareholder"

                  	means an
      Electing Shareholder who was a Non-Compliant Electing Shareholder but in
      respect of whom the relevant restriction notice (as such term is defined
      in the New Shire Articles) has been cancelled;
	 	 	 
	 	
                    “Cured
      Non-Compliant Electing 

                    Depositary
      Shareholder"

                  	
                    means an
      Electing Depositary Shareholder who was a Non-Compliant Electing
      Depositary Shareholder but in respect of whom the relevant restriction
      notice (as such term is defined in the New Shire Articles) has been
      cancelled;

                  
	 	 
      	 
      
	 	
                    "Elected
      Account"

                  	
                    means an
      Electing Shareholder's or Electing Depositary Shareholder's designated
      account containing New Shire Shares in respect of which an election has
      been made (or is deemed to have been made) to receive a dividend on the
      Income Access Share instead of on the New Shire Shares in that designated
      account;

                  
	 	 	 
	 	
                    
                      "Electing
      Depositary
Shareholder"

                  	
                    
                      means each
      Depositary Shareholder who has elected to receive a dividend on the
      Income Access Share instead of a dividend on a New Shire Share (and has
      not agreed to waive or forfeit its right to payment of a dividend on the
      relevant New Shire Share);

                    

                  
	 	 
      	 
      
	 	
                    "Electing
      Shareholder"

                  	
                    means each New
      Shire Shareholder, other than any Depositary Shareholder, who has elected
      (or is deemed to have elected) to receive a
      dividend on the Income Access Share instead of a dividend on a
      New Shire Share (and has not agreed to waive or forfeit its right to
      payment of a dividend on the relevant New Shire Share);

                  
	 	 
      	 
      
	 	
                    "Income"

                  	
                    means any
      interest or other income earned on any amount held in the Trust
      which represents a dividend paid on the Income Access
      Share;

                  
	 	 
      	 
      
	 	
                    "Income
      Access Share"

                  	
                    means a
      redeemable share in the capital of Old Shire classified as an income
      access share, which may be created by Old Shire and issued by Old Shire to
      the Trustee;

                  
	 	 
      	 
      
	 	
                    "Income
      Access Share Arrangements"

                  	
                    means the
      arrangements relating to the Income Access Share as described in the
      Circular;

                  
	 	 
      	 
      
	 	
                    "New
      Shire Articles"

                  	
                    means the
      articles of association of New Shire;

                  
	 	 
      	 
      
	 	
                    
                      "New
      Shire Dividend
Equivalent
      Amount"

                  	
                    
                      means any
      amount paid by New Shire to an Electing Shareholder or an Electing
      Depositary Shareholder by way of dividend on the New Shire Shares in an
      Elected Account (which amount shall for this purpose include the amount of
      any tax required to be withheld or deducted by New Shire from that
      dividend);

                    

                  
	 	 
      	 
      
	 	
                    "New
      Shire Shares"

                  	
                    means the
      issued ordinary shares in the capital of New Shire from time to
      time;

                  
	 	 
      	 
      
	 	
                    "New
      Shire Shareholders"

                  	
                    means the
      person or persons identified in the register of members of New Shire from
      time to time as the legal owner(s) of New Shire
  Shares;

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

               

              
                	 3


              

              
              

            

          

        

      

      
        	 	
                 

              	
                 

              
	 	 	 
	 	
                
                  "Non-Compliant
      Electing
Depositary Shareholder"

              	
                
                  means an
      Electing Depositary Shareholder in respect of whom New Shire has
      issued and not cancelled a restriction notice (as such term is defined in
      the New Shire Articles) in accordance with Article 15 of the New Shire
      Articles pursuant to which dividends which would otherwise be payable in
      respect of the New Shire Shares held by the Electing Depositary
      Shareholder are to be withheld;

                

              
	 	 	 
	 	
                "Non-Compliant
      Electing Shareholder"

              	
                means an
      Electing Shareholder in respect of whom New Shire has issued and not
      cancelled a restriction notice (as such term is defined in the New Shire
      Articles) in accordance with Article 15 of the New Shire Articles pursuant
      to which dividends which would otherwise be payable in respect of the New
      Shire Shares held by the Electing Shareholder are to be
      withheld;

              
	 	 	 
	 	
                "Old
      Shire"

              	
                means Shire
      Biopharmaceuticals Holdings Limited, a private limited company
      incorporated and registered in England and Wales under no.
      05492592;

              
	 	 	 
	 	
                "Parties"

              	
                means the
      parties to this Trust Deed;

              
	 	 	 
	 	
                "Scheme"

              	
                means the
      scheme of arrangement of Old Shire which became effective on 23 May
      2008;

              
	 	 
      	 
      
	 	
                "Special
      Dividend"

              	
                means a
      dividend paid on the Income Access Share which is designated as a "Special
      Dividend" by a notice given to the Trustee by Old Shire in advance of the
      dividend's being paid, which notice specifies the Cured Non-Compliant
      Electing Shareholders and/or the Cured Non-Compliant Electing Depositary
      Shareholders in relation to that dividend:

              
	 	 
      	 
      
	 	
                "Trust"

              	
                means the
      trust created under this Trust Deed;

              
	 	 	 
	 	
                "Trust
      Deed"

              	
                means this
      trust deed as amended from Time to time;

              
	 	 	 
	 	
                "Trustee"

              	
                means the
      signatory to this Trust Deed as trustee and any other person appointed
      from time to time as trustee under the terms of this Trust
      Deed;

              
	 	 
      	 
      
	 	
                "Trust
      Property"

              	
                means:

              


      

       

      
        
          	 
      	
                  (i)

                	
                  the Income
      Access Share;

                
	 	 	 
	 
      	
                  (ii)

                	
                  any and all
      amounts paid to the Trustee by way of dividend on the Income Access Share;
      and

                


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
        

         

        
          	 4


        

         

      

      
        	 	 
      	(iii) 	
                 any
      Income; and

              
	 	 
      	 
      	 
      
	 	
                "VAT"

              	 
      	
                means value
      added tax chargeable pursuant 10 the Value Added Tax Act 1994 and any
      other similar sales or turnover tax within the European Union or
      elsewhere.

              


      

      


      
      

      
        	
                1.2

              	
                Interpretation

              
	 	 	 
	 
      	 
      	
                In construing
      this Trust Deed, unless otherwise specified:

              
	 
      	 
      	 
      
	 
      	
                (A)

              	
                references 10
      clauses and paragraphs are 10 clauses and paragraphs of this Trust
      Deed;

              
	 
      	 
      	 
      
	 
      	
                (B)

              	
                words denoting
      the singular shall include the plural and vice versa;

              
	 
      	 
      	 
      
	 
      	
                (C)

              	
                use of any
      gender includes the other genders;

              
	 
      	 
      	 
      
	 
      	
                (D)

              	
                references to
      a "person" shall be construed so as
      to include any individual, firm, company or other body corporate,
      government, state or agency of a state, local or municipal authority or
      government body or any joint venture, association or partnership (whether
      or not having separate legal personality) and references to a "company" shall be construed to include
      any company, corporation or other body corporate, wherever and however
      incorporated or established;

              
	 
      	 
      	 
      
	 
      	
                (E)

              	
                a reference to
      any statute or statutory provision shall be construed as a reference to
      the same as it may have been, or may from time to time be, amended,
      modified or re-enacted;

              
	 
      	 
      	 
      
	 
      	
                (F)

              	
                a reference to
      any other document referred to in this Trust Deed is a reference to that
      other document as amended, varied, novated or supplemented (other than in
      breach of the provisions of this Trust Deed) from time to time unless
      otherwise indicated;

              
	 
      	 
      	 
      
	 
      	
                (G)

              	
                headings and
      titles are for convenience only and do not affect the interpretation of
      this Trust Deed;

              
	 
      	 
      	 
      
	 
      	
                (H)

              	
                the rule known
      as the ejusdem
      generis rule shall not apply and accordingly general words
      introduced by the word "other"
      shall not be given a restrictive meaning by reason of the fact that they
      are preceded by words indicating a particular class of acts, matters or
      things;

              
	 
      	 
      	 
      
	 
      	
                (I)

              	
                general words
      shall not be given a restrictive meaning by reason of the fact that they
      are followed by particular examples intended to be embraced by the
      general words;

              
	 
      	 
      	 
      
	 
      	
                (J)

              	
                "sterling"
      denotes the lawful currency of the United Kingdom and "dollar" denotes the
      lawful currency of the United States of America; and

              
	 
      	 
      	 
      
	 
      	
                (K)

              	
                for the
      purposes of calculating the New Shire Dividend Equivalent Amount, where
      the dividend payment made by New Shire is made in one currency and the
      corresponding amount paid to the Trustee is paid in another currency, the
      New Shire Dividend Equivalent Amount will be calculated by converting the
      amount paid by New Shire into that other currency at such rate as New
      Shire shall consider appropriate.

              


      

      
         

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
        

         

        
          	 5


        

         

      

      
        	
                2.

              	
                ESTABLISHMENT
      OF THE TRUST

              
	 
      	 
      
	
                2.1

              	
                New Shire
      shall transfer to the Trustee an amount equal to the subscription price of
      the income Access Share and, subject to the provisions of clause 2.2, the
      Trustee hereby irrevocably declares
that:

              


      

      


      
        	 
      	
                (A)

              	
                it will hold
      those funds on trust for New Shire pending the application of those funds
      in accordance with paragraph (8) below;

              
	 
      	 
      	 
      
	 
      	
                (B)

              	
                it will apply
      those funds in subscribing for the Income Access Share;
  and

              
	 
      	 
      	 
      
	 
      	
                (C)

              	
                it will hold
      the Income Access Share on trust for New Shire.

              
	 
      	 
      	 
      
	 
      	 
      	
                At the sole
      discretion of the Trustee, the Trustee may direct New Shire to
      transfer the funds referred to in this clause 2.1 directly 10 Old Shire,
      and such transfer shall satisfy New Shire's obligations under this clause
      2.1.

              
	 	 	 
	
                2.2

              	 
      	
                In the event
      that dividends are paid (not just declared) on the Income Access Share,
      the Trustee shall hold:

              
	 
      	 
      	 
      
	 
      	
                (A)

              	
                subject to
      clause 2.2(D) below, (i) any and all sterling amounts paid to it by way of
      dividend on the Income Access Share other than a Special Dividend on trust
      for the Electing Shareholders (save for the Non-Compliant Electing
      Shareholders, if any) and (ii) any and all sterling amounts paid to it by
      way of Special Dividend on the Income Access Share on trust for the
      relevant Cured Non-Compliant Electing Shareholders, in each case in
      accordance with the number of New Shire Shares in their respective Elected
      Accounts;

              
	 
      	 
      	 
      
	 
      	
                (B)

              	
                subject to
      clause 2.2(D) below, (i) any and all
      dollar amounts paid to it by way of dividend on the Income Access Share
      other than a Special Dividend on trust for the Electing Depositary
      Shareholders (save for the Non-Compliant Electing Depositary Shareholders,
      if any) and (ii) any and all dollar amounts paid to it by way of Special
      Dividend on the Income Access Share on trust for the relevant Cured
      Non-Compliant Electing Depositary Shareholders, in each case in accordance
      with the number of New Shire Shares in their respective Elected
      Accounts;

              
	 
      	 
      	 
      
	 
      	
                (C)

              	
                any and all
      Income on trust for Old Shire; and

              
	 
      	 
      	 
      
	 
      	
                (D)

              	
                any and all
      amounts paid to it by way of dividend on the Income Access Share which
      (when taken together with the amount of any tax required to be withheld or
      deducted by Old Shire in relation to the payment of those
      amounts):

              


      

      


      
        	 
      	 
      	
                (a)

              	
                would, but for
      the application of this clause 2.2(D), be held pursuant to clauses 2.2(A)
      or 2.2(B) for an Electing Shareholder or an Electing Depositary
      Shareholder; and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                equate to a
      New Shire Dividend Equivalent Amount received by that Electing Shareholder
      or Electing Depositary Shareholder,

              
	 	 	 	 
	 
      	 
      	on trust for
      Old Shire


      

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

             

            
              	 6


            

             

          

        

      

      
        	
                2.3

              	
                The Trustee
      undertakes thai it will pay:

              
	 
      	 
      	 
      	 
      
	 
      	
                (A)

              	
                subject to
      clause 2.3(D) below, (i) the sterling amounts paid to it by way of
      dividend on the Income Access Share other than a Special Dividend to the
      Electing Shareholders (save for the Non-Compliant Electing Shareholders,
      if any) and (ii) the sterling amounts paid to it by way of Special
      Dividend on the Income Access Share to the relevant Cured
      Non-Compliant Electing Shareholders, in each case in accordance with the
      number of New Shire Shares in their respective Elected
      Accounts;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                (B)

              	
                subject to
      clause 2.3(d) below, (i) the dollar amounts paid to it by way of dividends
      on the Income Access Share other than a Special Dividend to the Electing
      Depositary Shareholders (save for the Non-Compliant Electing Depositary
      Shareholders, if any) and (ii) the dollar amounts paid to it by way of
      Special Dividend on the Income Access Share to the relevant Cured
      Non-Compliant Electing Depositary Shareholders, in each case in accordance
      with the number of New Shire Shares in their respective Elected
      Accounts;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                (C)

              	
                any Income to
      Old Shire; and

              
	 
      	 
      	 
      	 
      
	 
      	
                (D)

              	
                any amounts
      paid to it by way of dividend on the Income Access Share which (when
      taken together with the amount of any tax required to be withheld or
      deducted by Old Shire in relation to the payment of those
      amounts):

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (a)

              	
                would, but for
      the application of clause 2.2(D), be held pursuant to clauses 2.2(A) or
      2.2(B) for an Electing Shareholder or an Electing Depositary Shareholder;
      and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                equate to
      a New Shire Dividend Equivalent Amount received by thaI Electing
      Shareholder or Electing Depositary Shareholder,

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                to Old
      Shire.

              
	 
      	 
      	 
      	 
      
	 
      	
                The Trustee
      further undertakes that it will carry out the Trust and administer the
      Trust Property subject to the terms and conditions herein set out and
      subject to the provisions of any applicable law.

              
	 
      	 
      
	
                2.4

              	
                The trust
      constituted in accordance with clauses 2.1, 2.2 and 2.3 shall be known as
      the New Shire Income Access Trust.

              
	 
      	 
      
	
                3.

              	
                OBJECT
      AND PURPOSE

              
	 
      	 
      	 
      	 
      
	
                3.1

              	
                The primary
      object and purpose of the Trust is for the Trustee to
    receive:

              
	 
      	 
      	 
      	 
      
	 
      	
                (A)

              	
                as trustee for
      the Electing Shareholders in accordance with their respective holdings of
      New Shire Shares in their Elected Accounts, any sterling amounts paid by
      way of dividend on the Income Access Share other than amounts which (when
      taken together with the amount of any tax required to be withheld or
      deducted by Old Shire in relation to the payment of that
      amount):

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (a)

              	
                would, but for
      the application of clause 2.2(D), be held pursuant to clause 2.2(A) for an
      Electing Shareholder; and

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
        

         

        
          	 7


        

         

      

      
        	 
      	 
      	
                (b)

              	
                equate to
      a New Shire Dividend Equivalent Amount received by that Electing
      Shareholder,

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                as described
      in clause 2.2(A) and to pay any such amounts to the Electing Shareholders
      on the pro rata
      basis described in clause 2.3(A); and

              
	 
      	 
      	 
      	 
      
	 
      	
                (B)

              	
                as trustee for
      the Electing Depositary Shareholders in accordance with their respective
      holdings of New Shire Shares in their Elected Accounts, any dollar amounts
      paid by way of dividend on the Income Access Share other than amounts
      which (when taken together with the amount of any lax required to be
      withheld or deducted by Old Shire in relation to the payment of thai
      amount):

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (a)

              	
                would, but for
      the application of clause 2.2(D), be held pursuant to clause 2.2(8) for an
      Electing Depositary Shareholder: and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                equate to a
      New Shire Dividend Equivalent Amount received by that Electing Depositary
      Shareholder,

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                as described
      in clause 2.2(B) and to pay any such amounts to the Electing Depositary
      Shareholders on the pro
      rata basis described in clause 2.3(B).

              
	 
      	 
      	 
      	 
      
	
                3.2

              	Notwithstanding
      any provision to the contrary contained in this Trust Deed, no Electing
      Shareholder or Electing Depositary Shareholder shall acquire any right to
      or in respect of any benefits from the Trust, whether actual or
      conditional, other than the rights and benefits in respect of dividends
      paid on the Income Access Share expressly conferred on such Electing
      Shareholders and Electing Depositary Shareholders by this Trust Deed, and
      without limiting the generality of the foregoing:
	 
      	 
      	 
      	 
      
	 
      	
                (A)

              	
                no Electing
      Shareholder or Electing Depositary Shareholder shall acquire any right to
      enforce the payment of a dividend declared by Old Shire on the Income
      Access Share, such right being reserved solely for the Trustee as holder
      of the legal title to the Income Access Share, or any other rights against
      Old Shire;

              
	 
      	 
      	 
      	 
      
	 
      	
                (B)

              	
                no Electing
      Shareholder or Electing Depositary Shareholder shall acquire any right to,
      or interest (whether legal or beneficial) in, the Income Access Share or
      any Income; and

              
	 
      	 
      	 
      	 
      
	 
      	
                (C)

              	
                no Electing
      Shareholder or Electing Depositary Shareholder shall acquire any right to,
      or interest (whether legal or beneficial) in any amounts paid by way of
      dividend on the Income Access Share which (when taken together with the
      amount of any tax required to be withheld or deducted by Old Shire in
      relation to the payment of that amount):

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (a)

              	
                would, but for
      the application of clause 2.2(D), be held pursuant to clauses 2.2(A) or
      2.2(B) for an Electing Shareholder or an Electing Depositary Shareholder:
      and

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                equate to a
      New Shire Dividend Equivalent Amount received by that Electing Shareholder
      or Electing Depositary Shareholder.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

           

          
            	 8


          

        

         

      

      
        
          	
                  4.

                	
                  APPOINTMENT
      OF TRUSTEE

                
	 
      	 
      	 
      
	
                  4.1

                	
                  New Shire
      shall be entitled to appoint the Trustee from time to time and shall
      equally be entitled to terminate the appointment of any
      Trustee.

                
	 
      	 
      	 
      
	
                  4.2

                	
                  The person who
      is signatory to this Deed as Trustee is hereby appointed as the
      initial Trustee.

                
	 
      	 
      	 
      
	
                  5.

                	
                  VACATION
      OF OFFICE BY TRUSTEE

                
	 
      	 
      	 
      
	
                  5.1

                	
                  A
      Trustee shall be entitled at any lime to resign as the Trustee by notice
      in writing to that effect given to New Shire.

                
	 
      	 
      	 
      
	
                  5.2

                	
                  A Trustee
      shall cease 10 be the Trustee upon the appointment of a replacement
      Trustee following the happening of any of the following
      events:

                
	 
      	 
      	 
      
	 
      	
                  (A)

                	
                  if the
      existing Trustee is removed from office by New Shire;

                
	 
      	 
      	 
      
	 
      	
                  (B)

                	
                  if the
      existing Trustee resigns as provided in clause 5.1.

                
	 
      	 
      	 
      
	
                  6.

                	
                  DUTIES
      OF TRUSTEE

                
	 
      	 
      	 
      
	 
      	
                  The Trustee
      shall:

                
	 
      	 
      	 
      
	
                  6.1

                	
                  promote
      the primary object and purpose of the Trust and comply generally with the
      provisions of clauses 2 and 3;

                
	 
      	 
      	 
      
	
                  6.2

                	
                  comply
      with such directions as may be given to it by New Shire from time to time
      in relation to the issue of tax vouchers and certificates to Electing
      Shareholders and Electing Depositary Shareholders who become entitled,
      under the terms of the Trust, to amounts paid by way of dividend on the
      Income Access Share;

                
	 
      	 
      	 
      
	
                  6.3

                	
                  maintain
      proper accounting and other records of all transactions it concludes in
      its capacity as Trustee;

                
	 
      	 
      	 
      
	
                  6.4

                	
                  procure
      that the books and records of the Trust shall be written up
      regularly;

                
	 
      	 
      	 
      
	
                  6.5

                	
                  instruct
      the auditors of the Trust to disclose such information regarding the
      affairs of the Trust to any competent authority entitled to such
      information as such competent authority may from time to time legally
      require;

                
	 
      	 
      	 
      
	
                  6.6

                	
                  keep
      all books of account and financial records of the Trust at such place in
      England or Jersey as may be determined by New Shire and ensure that the
      same shall at all times be accessible to the Trustee, New Shire, Old Shire
      and the auditors of the Trust;

                
	 
      	 
      	 
      
	
                  6.7

                	
                  subject in all
      cases to clause 12, forthwith pay or direct the payment of all dividends
      paid on the Income Access Share into one or more banking accounts to be
      maintained by the Trustee with such branch or branches of such bank or
      banks as New Shire may determine, and ensure that all payments to be made
      on behalf of the Trust shall, insofar as it is practical, be made by
      cheque or BACS transfer drawn on such banking account or on one of such
      banking accounts;

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

           

          
            	 9


          

        

         

      

      
        	
                6.8

              	
                from
      time to time furnish New Shire and Old Shire with such information
      regarding the affairs of the Trust as New Shire or Old Shire may require;
      and

              
	 
      	 
      
	
                6.9

              	
                not transfer
      the Income Access Share otherwise than on the instructions of New
      Shire.

              
	 
      	 
      
	
                7.

              	
                POWERS
      OF TRUSTEE

              
	 
      	 
      
	 
      	
                The Trustee
      shall be empowered to deal with the Trust Property for the purposes and to
      achieve the objects of the Trust in terms of this Trust Deed and shall
      possess all such powers necessary or desirable for such purpose and for
      purposes ancillary thereto including, but without limitation, the powers,
      discretions and duties set out below, namely:

              
	 
      	 
      
	
                7.1

              	
                to open
      and operate any banking account and to draw and issue cheques and receive
      cheques, promissory notes and/or bills of exchange and to endorse any of
      the same for collection by the bank at which the said account was opened
      and to determine the manner in which and the signatures on the basis of
      which such banking account shall be operated;

              
	 
      	 
      
	
                7.2

              	
                to pay the
      dividends paid on the Income Access Share other than amounts which (when
      taken together with the amount of any tax required to be withheld or
      deducted by Old Shire in relation to the payment of that
      amount):

              


      

      


      
        	 
      	
                (A)

              	
                would,
      but for the application of clause 2.2(D), be held pursuant to clauses
      2.2(A) or 2.2(B) for an Electing Shareholder or an Electing Depositary
      Shareholder; and

              
	 
      	 
      	 
      
	 
      	
                (B)

              	
                equate
      to a New Shire Dividend Equivalent Amount received by that Electing
      Shareholder or Electing Depositary Shareholder.

              
	 
      	 
      	 
      
	 
      	
                to
      the Electing Shareholders and Electing Depositary Shareholders on the
      basis contemplated in clause 2.3;

              
	 
      	 
      	 
      
	
                7.3

              	
                to
      pay any Income to Old Shire on the basis contemplated in clause
      2.3;

              
	 
      	 
      	 
      
	
                7.4

              	
                to
      pay any amount of any dividend paid on the Income Access Share which (when
      taken together with the amount of any tax required to be withheld or
      deducted by Old Shire in relation to the payment of those
      amounts):

              
	 
      	 
      	 
      
	 
      	
                (A)

              	
                would,
      but for the application of clause 2.2(D), be held pursuant to clauses
      2.2(A) or 2.2(B) for an Electing Shareholder or an Electing Depositary
      Shareholder; and

              
	 
      	 
      	 
      
	 
      	
                (B)

              	
                equate
      to a New Shire Dividend Equivalent Amount received by that Electing
      Shareholder or Electing Depositary Shareholder,

              
	 
      	 
      	 
      
	 
      	
                to
      Old Shire on the basis contemplated in clause 2.3;

              
	 
      	 
      	 
      
	
                7.5

              	
                to sue for,
      recover and receive all debts, all sums of money, goods, effects and other
      things whatsoever, which may become due, owing, payable or which may
      belong to the Trust;

              
	 
      	 
      	 
      
	
                7.6

              	
                to defend,
      oppose, adjust, settle, compromise or submit to arbitration all accounts,
      debts, claims, demands, disputes, legal proceedings and matters which may
      subsist or arise between the Trust
and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

           

          
            	 10


          

        

      

       

      
        	 
      	
                any other
      person whatsoever and for the purposes aforesaid to do and execute all
      necessary acts and documents;

              
	 
      	 
      
	
                7.7

              	
                to attend all
      meetings of creditors of any person whatsoever indebted to the Trust,
      whether in provisional or final insolvency, liquidation, judicial
      management or otherwise and to vote for the election of liquidators
      and/or judicial managers and also to vote on all questions submitted to
      any such meeting of creditors and generally to exercise all rights
      accruing to a creditor;

              
	 
      	 
      
	
                7.8

              	
                to give
      receipts, releases or other effectual discharges for any sum of money or
      thing recovered by the Trust;

              
	 
      	 
      
	
                7.9

              	
                to delegate
      any of the powers or duties of the Trustee to any person, representative
      or agent of the Trustee; and

              
	 
      	 
      
	
                7.10

              	
                to employ
      accountants, attorneys, agents or brokers to transact all or any business
      of whatsoever nature required to be done pursuant to this Trust Deed,
      without thereby being responsible for the default of any such accountants,
      attorneys, agents or brokers or for any loss occasioned by such
      employment.

              
	 
      	 
      
	
                8.

              	
                BOOKS
      AND RECORDS

              
	 
      	 
      
	
                8.1

              	
                The auditors
      of the Trust shall be appointed by the Trustee from time to time with the
      prior approval of New Shire and once appointed, shall not be removed
      without the prior approval of New Shire.

              
	 
      	 
      
	
                8.2

              	
                The Trustee
      shall ensure that the Trust Property is at all times clearly identified as
      property that is subject to the Trust and kept separate from any of the
      Trustee's own assets whether of a similar nature or
not.

              
	 
      	 
      
	
                8.3

              	
                The Trustee
      will from time to time determine the date on which the financial year of
      the Trust will end. Until otherwise determined, the financial year of the
      Trust will end on the last day of December in every
  year.

              
	 
      	 
      
	
                8.4

              	
                The Trustee
      shall procure the preparation of such audited financial statements in
      respect of the affairs of the Trust by the auditors as may be required by
      law or regulation applicable to the Trustee or the Trust or as may be
      requested by New Shire.

              
	 
      	 
      
	
                9.

              	
                DISCRETION
      OF TRUSTEE

              
	 
      	 
      
	 
      	
                Where
      reference is made in this Trust Deed to a discretion of the Trustee, such
      discretion shall mean the exclusive and absolute discretion of the Trustee
      as it deems fit.

              
	 
      	 
      
	
                10.

              	
                LIABILITY
      OF TRUSTEE

              
	 
      	 
      
	
                10.1

              	
                The Trustee
      shall not be held responsible, nor shall it in any way be liable, for any
      loss of the Trust Property or part thereof which may be sustained by
      anybody whatsoever as a result of any exercise of any power or discretion
      herein conferred, or as a result of endeavours made by it in good faith to
      give effect to its duties in terms hereof, or in consequence of the
      depreciation in value of the Trust Property, unless the Trustee shall have
      acted fraudulently or failed to perform its duties and
      exercise

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

           

          
            	 11


          

        

      

       

      
        	 
      	
                its powers
      with the care, diligence and skill which could reasonably be expected of a
      professional trust company.

              
	 
      	 
      
	
                10.2

              	
                New Shire
      hereby indemnifies the Trustee against all third party claims and demands
      of whatever nature thai may be made against the Trustee arising out of the
      exercise or purported exercise in good faith of any of the powers hereby
      conferred upon it (other than VAT and other than tax on the remuneration
      received by the Trustee for its services as Trustee), provided that the
      Trustee shall have performed its duties and exercised its powers with the
      care, diligence and skill which could reasonably be expected of a
      professional trust company.

              
	 
      	 
      
	
                11.

              	
                REMUNERATION

              
	 
      	 
      
	
                11.1

              	
                All costs,
      charges and expenses lawfully incurred by the Trustee in connection with
      the administration of the Trust Property including, but not limited to,
      the costs of legal proceedings brought by or against it in its capacity as
      such, but excluding VAT and excluding tax on the remuneration received by
      the Trustee for its services as Trustee, shall be paid by New Shire and
      New Shire shall at all times keep the Trustee indemnified in respect
      thereof.

              
	 
      	 
      
	
                11.2

              	
                The Trustee
      shall be entitled to such remuneration from New Shire for its services as
      the Trustee and New Shire may, from time to time,
agree.

              
	 
      	 
      
	
                11.3

              	
                Where a sum is
      payable under this Trust Deed to the Trustee by New Shire, New Shire shall
      in addition pay to the Trustee in respect of
  VAT:

              


      

      


      
        	 
      	
                (A)

              	
                where the
      payment (or any part of it) constitutes the consideration (or any part
      thereof) for any supply of services by the Trustee, such amount as equals
      any VAT properly payable by the Trustee or any other member of a VAT group
      of which the Trustee is a member in respect of such supply, upon receipt
      of a valid VAT invoice; and

              
	 
      	 
      	 
      
	 
      	
                (B)

              	
                where the
      payment is to reimburse the Trustee for any cost, charge or expense
      incurred by it, such amount as equals any amount in respect of VAT charged
      to or incurred by the Trustee in respect of that cost, charge or expense
      and which the Trustee certifies is not recoverable by the Trustee or any
      other member of a VAT group of which the Trustee is a member by repayment,
      credit or otherwise (such certificate to be conclusive in the absence of
      manifest error).

              


      

      


      
        	
                12.

              	
                APPLICATION
      OF TRUST PROPERTY

              
	 
      	 
      
	
                12.1

              	
                The Trustee
      shall be obliged to apply the Trust Property for the purposes of the Trust
      and for no other purpose. For the avoidance of doubt, the Trustee shall
      not be permitted to apply the Trust Property to satisfy
      expenses.

              
	 
      	 
      
	
                12.2

              	
                Each payment
      by the Trustee to an Electing Shareholder or Electing Depositary
      Shareholder shall be made after making such deductions or with holdings as
      are necessary to meet the requirements of any legislation that may from
      time to time compel the Trustee to withhold any amounts, whether in
      respect of taxation or otherwise.

              
	 
      	 
      
	
                12.3

              	
                The Trustee
      may appoint, and maintain the appointment of, a paying agent for the
      purposes of administering payments to Electing Shareholders, Electing
      Depositary Shareholders, Old Shire
and

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

           

          
            	12


          

        

      

      


      
        	 	
                New Shire. The
      identity of the paying agent and the terms on which the paying agent is
      appointed shall be agreed with New Shire in advance of any appointment.
      The Trustee shall, upon the request of New Shire to do so, terminate the
      appointment of any such paying agent.

              
	 
      	 
      
	
                13.

              	
                INVESTMENT
      RESTRICTIONS

              
	 
      	 
      
	 
      	
                The dividend
      amounts forming part of the Trust Property, or any part thereof, shall be
      held in one or more bank accounts only and such amounts must be held in
      cash.

              
	 
      	 
      
	
                14.

              	
                AMENDMENTS
      OF TRUST DEED

              
	 
      	 
      
	 
      	
                The terms and
      conditions of this Trust Deed may be varied or supplemented, provided
      that:

              
	 
      	 
      
	
                14.1

              	
                no variation
      or supplementary provision shall have any force or effect unless it has
      been approved by New Shire;

              
	 
      	 
      
	
                14.2

              	
                no variation
      or supplementary provision shall have the effect that the purpose and
      object of the Trust, or the beneficial interests set out in clauses 2.1
      and 2.2, are altered; and

              
	 
      	 
      
	
                14.3

              	
                should New
      Shire wish to have the Trust Deed amended, subject to clause 14.2, New
      Shire will be entitled to notify the Trustee in writing of the amendment
      so required and the Trustee shall do all things reasonably within its
      power to bring about such amendment unless so doing would be in breach of
      its fiduciary duties and/or its duties of care and
  skill.

              
	 	 
	
                15.

              	
                ENTIRE
      AGREEMENT

              
	 	 
	
                15.1

              	
                This Trust
      Deed constitutes the whole and only agreement between the parties relating
      to the Trust.

              
	 	 


      

      
        	
                15.2

              	
                Each party
      acknowledges that in entering into this Trust Deed it is not relying upon
      any pre-contractual statement which is not set out in this Trust
      Deed.

              
	 	 
	
                15.3

              	
                Except in the
      case of fraud, no party shall have any right of action against any other
      party to this Trust Deed arising out of or in connection with any
      pre-contractual statement except to the extent that it is repeated in this
      Trust Deed.

              
	 	 
	
                15.4

              	
                For the
      purposes of this clause, "pre-contractual
      statement" means any draft, agreement, undertaking, representation,
      warranty, promise, assurance or arrangement of any nature whatsoever,
      whether or not in writing, relating to the subject matter of this Trust
      Deed made or given by any person at any lime prior to the date of this
      Trust Deed.

              
	 	 
	
                16.

              	
                DISSOLUTION
      OF THE TRUST

              
	 
      	 
      
	
                16.1

              	
                The Trustee
      shall, at the request of New Shire, dissolve the Trust.

              
	 
      	 
      
	
                16.2

              	
                The Trust
      shall not endure for a period in excess of 80 (eighty) years from the date
      of execution of this Trust Deed.

              
	 
      	 
      
	
                16.3

              	
                Upon the
      dissolution of the Trust, the assets of the Trust, if any, shall be
      liquidated and distributed to the persons beneficially entitled to the
      assets under clauses 2.1 and 2.2.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

           

          
            	 13


          

        

      

      


      
        	
                17.

              	
                COUNTERPARTS

              
	 
      	 
      
	 
      	
                This deed may
      be executed in any number of counterparts, and by the parties on separate
      counterparts, but shall not be effective until each party has executed at
      least one counterpart. Each counterpart shall constitute an original of
      this deed, but all the counterparts shall together constitute but one and
      the same instrument.

              
	 
      	 
      
	
                18.

              	
                GOVERNING
      LAW

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

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

           

          
            	 14


          

        

      

       

      


      IN
WITNESS WHEREOF this Trust Deed has been executed and delivered as a deed on the
date first above written.

      


      


      
        	
                Executed as a
      deed by

              	 
      
	
                affixing the
      common seal of

              	 
      
	
                LLOYDS
      TSB OFFSHORE

              	 
	
                TRUST
      COMPANY LIMITED

              	 
      
	
                in the
      presence of:

              	
                SEAL 
      1454

              
	
                 

              	 
      
	 	 
	 	 
	
                Director

              	 
      
	
                 

              	 
      
	 	 
	 	 
	
                Authorised
      Signatory

              	 
      


      

      


       

      
        	
                Executed as a
      deed by

              	 	 )	 
	SHIRE LIMITED	 	 )	 
	 	 	 	 
	
                acting
      by

              	 	 	 
	 	who,	 	 
	 	 	 	 
	
                in accordance
      with the laws

                of the
      territory in which Shire

                limited Is
      Incorporated, Is

                acting under
      the authority of

                Shire
      Limited

              	 	
                  

                  
      

              	 


      

       

      CE080430039


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        IN
WITNESS WHEREOF this Trust Deed has been executed and delivered as a deed on the
date first above written.

        


        


        
          	
                  Executed as a
      deed by

                	 
    
	
                  affixing the
      common seal of

                	 
    
	
                  LLOYDS
      TSB OFFSHORE

                	 
	
                  TRUST
      COMPANY LIMITED

                	 
    
	
                  in the
      presence of:

                	
                   

                
	
                   

                	 
    
	 	 
	 	 
	
                  Director

                	 
    
	
                   

                	 
    
	 	 
	 	 
	
                  
                    Secretary

                  

                	 
    


        

         

         

        
          	
                  Executed as a
      deed by

                	 	 )	 
	SHIRE LIMITED	 	 )	 
	 	 	 	 
	
                  acting
      by

                	 	 	 
	Angus Russell	who,	 	 
	 	 	 	 
	
                  in accordance
      with the laws

                  of the
      territory in which Shire

                  limited is
      incorporated, Is

                  acting under
      the authority of

                  Shire
      Limited

                	 	
                    /s/ AC Russell 

                    
      

                	 


        

         

        CE080430039