POS AM

As filed with the Securities and Exchange Commission on November 25, 2005 

Registration No. 333-72862

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHIRE FINANCE LIMITED	SHIRE PLC
(Exact Name of Registrant as Specified in Its Charter)	(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands	England and Wales
(State or Other Jurisdiction of Incorporation or Organization)	(State or Other Jurisdiction of Incorporation or Organization)
98-0358209	None
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)
International Business Park Chineham, Basingstoke Hampshire RG24 8EP England +(44) 1-256-894-000	International Business Park Chineham, Basingstoke Hampshire RG24 8EP England +(44) 1-256-894-000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)	(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Scott Applebaum Senior Vice President and U.S. Associate General Counsel Shire plc 725 Chesterbrook Blvd. Wayne, Pennsylvania 19087-5637 (484) 595-8800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
John J. McCarthy, Jr. Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 (212) 450-4000

     Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _______

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ______

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.o

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, may determine.

EXPLANATORY NOTE

     On November 6, 2001, Shire Pharmaceuticals Group plc, an exempted company organized under the laws of England and Wales (“SPG” or the “Predecessor Registrant”), and Shire Finance Limited, a company organized under the laws of the Cayman Islands (“Shire Finance”), filed with the Securities and Exchange Commission (the “Commission”) a preliminary Registration Statement on Form S-3 (Registration No. 333-72862), relating to Shire Finance’s 2% Senior Guaranteed Convertible Notes due 2011 guaranteed by SPG (the “Convertible Notes” ) and SPG’s ordinary shares and American Depositary Shares (“ADSs”) which were alternatively issuable upon exchange of the Preference Shares of Shire Finance (the “Preference Shares”) into which the Convertible Notes are convertible. SPG and Shire Finance filed the registration statement to enable selling securityholders to resell their Convertible Notes and the SPG ordinary shares and ADSs issuable upon exchange of the Preference Shares into which the Convertible Notes are convertible.

     On November 25, 2005, the Predecessor Registrant completed a reorganization (the “Reorganization”) of its corporate structure through a scheme of arrangement pursuant to Section 425 of the Companies Act 1985 of the United Kingdom, resulting in the formation of a new holding company, Shire plc (the “Registrant” or “Shire”), interposed above the Predecessor Registrant. Pursuant to the Reorganization, ordinary shares, each having a nominal value of £3.50, of the Registrant were exchanged for ordinary shares, each having a nominal value of £0.05, of the Predecessor Registrant. As a result, SPG is now a wholly-owned subsidiary of the Registrant. Subsequent to the Reorganization and in connection therewith, the Registrant will undertake a capital reduction resulting in a decrease in the per share nominal value of its ordinary shares from £3.50 to £0.05. The capital reduction is expected to be effective on November 29, 2005. In all other respects, the business and assets of the Shire group of companies have not been affected by the Reorganization.

     This Post-Effective Amendment No. 1 to the registration statement (as amended, the “Registration Statement”) is being filed by the Registrant pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), as the successor issuer to SPG following the Reorganization.

     Pursuant to an Amended and Restated Indenture, dated as of September 23, 2005 and entered into in connection with the Reorganization, the Registrant became a guarantor of the Convertible Notes and assumed certain obligations of the Predecessor Registrant under the Indenture, dated as of August 21, 2001, governing the Convertible Notes. Pursuant to an Amended and Restated Preference Shares Guarantee Agreement, dated as of September 23, 2005 and entered into in connection with the Reorganization, the Registrant became a guarantor of the Preference Shares and assumed certain obligations of the Predecessor Registrant under the original Preference Shares Guarantee Agreement, dated as of August 21, 2001.

     In connection with the Reorganization, the terms of the Preference Shares have been amended such as to render them alternatively exchangeable into ordinary shares or ADSs of the Registrant instead of the Predecessor Registrant.

     In accordance with Rule 414(d) under the Securities Act, the Registrant, as the successor to SPG, hereby expressly adopts the Registration Statement as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 15. Indemnification of Directors and Officers

     Except as hereinafter set forth, there is no charter provision, by-law, contract, arrangement or statute under which any director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such.

     Pursuant to Paragraph 144 of the Articles of Association of the Registrant, every person who was or is a director of the Company may, but is not required to, be indemnified out of the assets of the Registrant for any liability for which the Company may lawfully indemnify that director.

      The Company’s Memorandum and Articles of Association provide in relevant part:

      Article 144. Indemnity of Directors

     Subject to the provisions of the Companies Acts, the Company may indemnify any director of the Company or of any associated company against any liability and may purchase and maintain for any director of the Company or any associated company insurance against any liability.

     The relevant provisions of the Companies Act 1985, as amended, are Sections 309A, 309B and 309C, which provide:

      “§ 309A: Provisions protecting directors from liability.

     (1) This section applies in relation to any liability attaching to a director of a company in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company.

     (2) Any provision which purports to exempt (to any extent) a director of a company from any liability within subsection (1) is void.

     (3) Any provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of –

     (a) the company, or

      (b) an associated company,

against any liability within subsection (1) is void.

      This is subject to subsections (4) and (5).

      (4) Subsection (3) does not apply to a qualifying third party indemnity provision (see section 309B(1)).

      (5) Subsection (3) does not prevent a company from purchasing and maintaining for a director of –

      (a) the company, or

      (b) an associated company, insurance against any liability within subsection (1).

      (6) In this section –

“associated company”, in relation to a company (“C”), means a company which is C’s subsidiary, or C’s holding company or a subsidiary of C’s holding company;

“provision” means a provision of any nature, whether or not it is contained in a company’s articles or in any contract with a company.”

      “§ 309B: Qualifying third party indemnity provisions.

     (1) For the purposes of section 309A(4) a provision is a qualifying third party indemnity provision if it is a provision such as is mentioned in section 309A(3) in relation to which conditions A to C below are satisfied.

     (2) Condition A is that the provision does not provide any indemnity against any liability incurred by the director –

(a) to the company, or

(b) to any associated company.

     (3) Condition B is that the provision does not provide any indemnity against any liability incurred by the director to pay –

      (a) a fine imposed in criminal proceedings, or

     (b) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising).

     (4) Condition C is that the provision does not provide any indemnity against any liability incurred by the director –

      (a) in defending any criminal proceedings in which he is convicted, or

     (b) in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

     (c) in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely –

     (i) section 144(3) or (4) (acquisition of shares by innocent nominee), or

     (ii) section 727 (general power to grant relief in case of honest and reasonable conduct).

     (5) In paragraph (a), (b) or (c) of subsection (4) the reference to any such conviction, judgment or refusal of relief is a reference to one that has become final.

      (6) For the purposes of subsection (5) a conviction, judgment or refusal of relief becomes final –

      (a) if not appealed against, at the end of the period for bringing an appeal, or

      (b) if appealed against, at the time when the appeal (or any further appeal) is disposed of.

      (7) An appeal is disposed of –

      (a) if it is determined and the period for bringing any further appeal has ended, or

      (b) if it is abandoned or otherwise ceases to have effect.

      (8) In this section “associated company” and “provision” have the same meaning as in section 309A.”

      “§ 309C: Disclosure of qualifying third party indemnity provisions.

     (1) Subsections (2) and (3) impose disclosure requirements in relation to a directors’ report under section 234 in respect of a financial year.

     (2) If –

     (a) at the time when the report is approved under section 234A, any qualifying third party indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, or

     (b) at any time during the financial year, any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that any such provision is or (as the case may be) was so in force.

      (3) If the company has made a qualifying third party indemnity provision and –

     (a) at the time when the report is approved under section 234A, any qualifying third party indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, or

     (b) at any time during the financial year, any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that any such provision is or (as the case may be) was so in force.

     (4) Subsection (5) applies where a company has made a qualifying third party indemnity provision for the benefit of a director of the company or of an associated company.

      (5) Section 318 shall apply to –

      (a) the company, and

      (b) if the director is a director of an associated company, the associated company,

as if a copy of the provision, or (if it is not in writing) a memorandum setting out its terms, were included in the list of documents in section 318(1).

      (6) In this section –

“associated company” and “provision” have the same meaning as in section 309A; and

“qualifying third party indemnity provision” has the meaning given by section 309B(1).”

Shire plc has entered into separate deeds of indemnity with each of its directors, and anticipates entering into deeds of indemnity with directors appointed in future, pursuant to the power under Article 144 of its Articles of Association.

The provisions of the deeds of indemnity are substantially identical and are intended to indemnify the directors of Shire plc to the full extent permitted by Sections 309A, 309B and 309C of the Companies Act 1985 (as amended) (the “Act”), as described above.

The deeds have two key provisions. Under the first (clause 2.1 of each deed), Shire plc indemnifies the director against any “liability” incurred by the director’s acts or omissions, or by virtue of his holding office as a director of Shire plc, which arises out of a claim brought against the director by a “third party”. “Liability” includes damages awarded against the director by a court (in certain circumstances) and also the cost of defending any claim. A “third party” is any party other than Shire plc, or a company associated with Shire plc. This indemnity is subject to certain limitations to its scope (described in section 309B of the Act) to ensure its qualification as a “third party qualifying indemnity provision” permitted by the Act.

If the director is convicted of a criminal offence or is refused relief by a court in relation to certain applications under the Act, that director must reimburse Shire plc for any amount in respect of the costs of defending the relevant proceedings advanced by Shire plc pursuant to clause 2.1.

Under the second key provision (clause 2.4 of each deed) Shire plc indemnifies the director solely against any liability the director incurs in defending a criminal claim or civil action brought against the director by, or on behalf of, Shire plc or a company associated with Shire plc (the director is not permitted to be indemnified in respect of any liability to Shire plc or an associated company, of itself).

However, the indemnity will cease, and the director will have to reimburse Shire plc for funds paid out under clause 2.4, if the director is convicted in criminal proceedings, if judgment is given against him in civil proceedings, or if he is refused relief by the court in relation to certain applications under the Act.

     Shire plc maintains an insurance policy for its directors and officers in respect of liabilities arising out of any act, error or omission while acting in their capacities as directors or officers of Shire plc or its affiliated companies.

Item 16. Exhibits and Financial Statement Schedules

     (a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Document
3.1	Amended and Restated Memorandum and Articles of Association of Shire Finance Limited
3.2	Memorandum and Articles of Association of Shire plc (Incorporated by reference to Exhibit 3.01 to Shire’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2005)
4.1	Deposit Agreement dated as of November 21, 2005 among Shire plc, JPMorgan Chase Bank, N.A., and Holders from time to time of Shire ADSs (Incorporated by reference to Exhibit 4.01 to Shire’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2005)
4.2	Form of Ordinary Share certificate (Incorporated by reference to Exhibit 4.02 to Shire’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2005)
4.3	Form of ADR certificate (included in Exhibit 4.1)
4.4	Amended and Restated Indenture dated as of September 23, 2005 by and among Shire Finance Limited, Shire Pharmaceuticals Group plc, Shire plc and The Bank of New York, as Trustee
4.5	Form of 2.00% Guaranteed Convertible Senior Note (included in Exhibit 4.4)
4.6	Registration Rights Agreement dated August 21, 2001, between Shire Finance Limited, Shire Pharmaceuticals Group plc and Bear, Stearns International Limited and Goldman Sachs International, as representatives of the Initial Purchasers*
4.7	Purchase Agreement dated August 15, 2001, between Shire Finance Limited, Shire Pharmaceuticals Group plc and Bear, Stearns International Limited and Goldman Sachs International, as representatives of the Initial Purchasers*
4.8	Amended and Restated Preference Share Guarantee Agreement dated as of September 23, 2005 among Shire Finance Limited, Shire Pharmaceuticals Group plc, Shire plc and The Bank of New York, as Guaranty Trustee
4.9	Form of Shire Pharmaceuticals Group plc Guarantee*
4.10	Form of Shire plc Guarantee
5.1	Opinion of Maples and Calder
5.2	Opinion of Davis Polk & Wardwell
5.3	Opinion of Slaughter and May
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2	Consent of Maples and Calder (included in Exhibit 5.1)
23.3	Consent of Davis Polk & Wardwell (included in Exhibit 5.2)
23.4	Consent of Slaughter and May (included in Exhibit 5.3)
24.1	Powers of Attorney (included on the signature pages hereof)

Exhibit No.	Document
25.1	Statement of Eligibility on Form T-1 of Trustee under the Indenture*
99.1	Appointment of CT Corporation System as U.S. Agent for Service of Process on behalf of Shire Plc
99.2	Appointment of CT Corporation System as U.S. Agent for Service of Process on behalf of Shire Finance Limited and Shire Pharmaceuticals Group plc*
* Previously Filed

Item 17. Undertakings

     (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement:

      (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

     (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange

Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act, Shire Finance Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Basingstoke, England, on this 25^th day of November, 2005.

SHIRE FINANCE LIMITED
By:	/s/ Angus Russell
	Name:	Angus Russell
	Title:	Sole Director

POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears below, constitutes and appoints Matthew Emmens and Angus Russell and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Shire Finance Limited to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Angus Russell	Sole Director	November 25, 2005
Angus Russell
/s/ Scott Applebaum	Authorized Representative in the US	November 25, 2005
Scott Applebaum

SIGNATURES

     The Registrant, pursuant to the requirements of the Securities Act certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Basingstoke, England, on this 25^th day of November, 2005.

SHIRE PLC
By:	/s/ Matthew Emmens
	Name:	Matthew Emmens
	Title:	Chief Executive Officer

POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears below, constitutes and appoints Matthew Emmens and Angus Russell and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Shire plc to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Dr. James Cavanaugh	Chairman and Non-Executive Director	November 25, 2005
Dr. James Cavanaugh
	Chief Executive Officer
/s/ Matthew Emmens	(Principal executive officer)	November 25, 2005
Matthew Emmens
	Chief Financial Officer (Principal financial
/s/ Angus Russell	officer and principal accounting officer)	November 25, 2005
Angus Russell
/s/ Dr. Barry Price	Senior Non-Executive Director	November 25, 2005
Dr. Barry Price
/s/ The Hon. James A. Grant	Non-Executive Director	November 25, 2005
The Hon. James A. Grant
/s/ Ronald Nordmann	Non-Executive Director	November 25, 2005
Ronald Nordmann
/s/ Robin Buchanan	Non-Executive Director	November 25, 2005
Robin Buchanan
/s/ David Kappler	Non-Executive Director	November 25, 2005
David Kappler

AUTHORIZED US REPRESENTATIVE

/s/ Scott Applebaum

Shire plc

By: Scott Applebaum, as the duly authorized representative of Shire plc in the United States

Date: November 25, 2005

EXHIBIT INDEX

Exhibit No.	Document
3.1	Amended and Restated Memorandum and Articles of Association of Shire Finance Limited
3.2	Memorandum and Articles of Association of Shire plc (Incorporated by reference to Exhibit 3.01 to Shire’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2005)
4.1	Deposit Agreement dated as of November 21, 2005 among Shire plc, JPMorgan Chase Bank, N.A., and Holders from time to time of Shire plc ADSs (Incorporated by reference to Exhibit 4.01 to Shire’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2005)
4.2	Form of Ordinary Share certificate (Incorporated by reference to Exhibit 4.02 to Shire’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2005)
4.3	Form of ADR certificate (included in Exhibit 4.1)
4.4	Amended and Restated Indenture dated as of September 23, 2005 by and among Shire Finance Limited, Shire Pharmaceuticals Group plc, Shire plc and The Bank of New York, as Trustee
4.5	Form of 2.00% Guaranteed Convertible Senior Note (included in Exhibit 4.4)
4.6	Registration Rights Agreement dated August 21, 2001, between Shire Finance Limited, Shire Pharmaceuticals Group plc and Bear, Stearns International Limited and Goldman Sachs International, as representatives of the Initial Purchasers*
4.7	Purchase Agreement dated August 15, 2001, between Shire Finance Limited, Shire Pharmaceuticals Group plc and Bear, Stearns International Limited and Goldman Sachs International, as representatives of the Initial Purchasers*
4.8	Amended and Restated Preference Share Guarantee Agreement dated as of September 23, 2005 among Shire Finance Limited, Shire Pharmaceuticals Group plc, Shire plc and The Bank of New York, as Guaranty Trustee
4.9	Form of Shire Pharmaceuticals Group plc Guarantee*
4.10	Form of Shire plc Guarantee
5.1	Opinion of Maples and Calder
5.2	Opinion of Davis Polk & Wardwell
5.3	Opinion of Slaughter and May
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2	Consent of Maples and Calder (included in Exhibit 5.1)
23.3	Consent of Davis Polk & Wardwell (included in Exhibit 5.2)
23.4	Consent of Slaughter and May (included in Exhibit 5.3)
24.1	Powers of Attorney (included on the signature pages hereof)
25.1	Statement of Eligibility on Form T-1 of Trustee under the Indenture*

Exhibit No.	Document
99.1	Appointment of CT Corporation System as U.S. Agent for Service of Process on behalf of Shire Plc
99.2	Appointment of CT Corporation System as U.S. Agent for Service of Process on behalf of Shire Finance Limited and Shire Pharmaceuticals Group plc*
* Previously filed

EX-3.1

Exhibit 3.1

THE COMPANIES LAW (2004 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

SHIRE FINANCE LIMITED

Pursuant to a special resolution passed in writing on 23rd September, 2005, the Company
resolved to adopt these Articles of Association with effect from the “Effective Time” as
defined in the special resolution. Accordingly, these Articles of Association shall not come
into force until the Effective Time.

INTERPRETATION

1.	In these Articles Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:
	“ADS Depositary”	means JPMorgan Chase Bank, N.A. (formerly Morgan Guaranty Trust Company of New York).
	“Articles”	means these articles of association of the Company.
	“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).
	“Business Days”	has the meaning given in the Indenture.
	“Cash-Out Option”	has the meaning given in Article 9(e)(B).

“Company”	means Shire Finance Limited.
“Conversion Date”	means the date on which any Notes in respect of which a Conversion Right has been exercised pursuant to the Indenture are converted in accordance with the Indenture.
“Conversion Notice”	means the notice to be delivered by a Noteholder to exercise a Conversion Right pursuant to the Indenture.
“Conversion Ratio”	means the ratio at which the Notes may be converted into Preference Shares, being one Preference Share for each US$1,000 principal amount of Notes.
“Conversion Right”	means the right of a Noteholder or the Company, pursuant to and in accordance with the Indenture, to convert Notes into Preference Shares at the Conversion Ratio.
“Current Market Price”	means, save in the case of Article 9(e)(G)(3), the closing mid-market price of one Shire Ordinary Share on the relevant day, as derived from the London Stock Exchange Daily Official List.
“dealing day”	means a day on which the London Stock Exchange is open for the trading of listed securities.
“debenture”	means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.
“Deposit Agreement”	means the deposit agreement to be entered into between Shire, the ADS Depositary and the holders and beneficial owners from time to time of Shire ADSs issued thereunder, as amended from time to time.
“Directors”	means the directors for the time being of the Company.
“Dividend”	means any dividend or distribution, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a

	distribution of assets includes without limitation an issue of shares or other securities credited as fully or partly paid up).
“Dividend Payment Date”	has the meaning given in Article 9(a) of these Articles.
“Electronic Record”	has the same meaning as in the Electronic Transactions Law (2003 Revision).
“Exchange Ratio”	means the ratio applied to determine the number of Shire Ordinary Shares or Shire ADSs which may be issued to the holder of a Preference Share upon the exercise of an Exchange Right, determined in accordance with the provisions of Article 9(e)(E), as adjusted from time to time in accordance with Article 9(e)(G), of these Articles.
“Exchange Right”	means the right, pursuant to and subject to the terms of Article 9(e) of these Articles, of a holder of a Preference Share to require the Company to procure that such Preference Share be exchanged in accordance with Article 9(e) of these Articles.
“Fair Market Value”	means, with respect to any property on any date, the fair market value of that property as determined by an independent investment bank of international repute in London selected by Shire and approved in writing by the Trustee; provided, that (i) the fair market value of a cash dividend paid or to be paid shall be the amount of such cash dividend; (ii) where options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by an independent investment bank of international repute in London selected by Shire and approved in writing by the Trustee) the fair market value of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five trading days on the relevant market commencing on the first such trading day such options, warrants or other rights are publicly traded; and (iii) in the case of (i) converted into sterling (if declared or paid in a currency other than sterling) at the rate of exchange used to determine the amount

	payable to holders of Shire Ordinary Shares who were paid or are to be paid the cash dividend in sterling; and in the case of (ii) converted into sterling (if expressed in a currency other than sterling) at such rate of exchange as may be determined in good faith by an independent investment bank of international repute in London selected by Shire and approved in writing by the Trustee to be the spot rate at the close of business on that date (or if no such rate is available on that date the equivalent rate on the immediately preceding date on which such a rate is available).
“Founders’ Shares”	means the Founders’ Shares in the capital of the Company of US$1 par or nominal value each having the rights attaching thereto prescribed in these Articles.
“Group”	means Shire Pharmaceuticals Group plc, a company incorporated in England and Wales with registered number 2883758.
“Indenture”	means the Indenture between the Company, Shire, Group and the Trustee dated 21st August, 2001, as amended or supplemented from time to time.
“Member”	has the same meaning as in the Statute.
“Memorandum”	means the memorandum of association of the Company as amended and restated from time to time.
“Nominal Shares”	means the Nominal Shares in the capital of the Company of US$1 par or nominal value each having the rights attaching thereto prescribed in these Articles.
“Noteholder”	means the holder of any Note.
“Notes”	means 2.00% Guaranteed Convertible Senior Notes due 21 August 2011 to be issued by the Company, governed by the Indenture and guaranteed by Group and Shire, and “Note” shall be construed accordingly.

“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the regulations of the Company.
“Paid-up Value”	means the price of US$1,000 at which each Preference Share is issued credited as fully paid-up comprising the nominal value thereof of US$1 and the premium on issue thereof of US$999.
“Preferential Dividend”	has the meaning given in Article 9(a).
“Preference Shares”	means the redeemable Preference Shares in the capital of the Company of US$1 par or nominal value each having the rights attaching thereto prescribed in these Articles.
“Preference Shareholder”	means a holder of a Preference Share.
“Reduction of Capital”	means the reduction of Shire’s share capital under section 135 of the Companies Act of England and Wales by approximately £1,650 million through a decrease of the nominal amount of each Shire Ordinary Share issued pursuant to the Scheme of Arrangement from 350 pence to 5 pence, as contemplated in the Scheme of Arrangement and scheduled to take place shortly after the effective date of the Scheme of Arrangement.
“Registered Office”	means the registered office for the time being of the Company.
“Scheme of Arrangement”	means the scheme of arrangement under the Companies Act 1985 of England and Wales to be completed by Group in November 2005 pursuant to which Group shall become a wholly-owned subsidiary of Shire, with the holders of Group’s ordinary shares becoming holders of Shire Ordinary Shares.
“Seal”	means the common seal of the Company and

	includes every duplicate seal.
“Secretary”	includes an assistant secretary and any person appointed to perform the duties of secretary of the Company.
“securities”	includes, without limitation, shares in the share capital of Shire.
“Share” and “Shares”	means a share or shares in the Company.
“Shire”	means Shire plc, a company incorporated in England and Wales with registered number 5492592.
“Shire Acquisition Inc.”	means Shire Acquisition Inc. (no. 382934-1), a corporation organised under the Canada Business Act.
“Shire Acquisition Inc. Exchangeable Shares”	means the issued and outstanding exchangeable shares in the share capital of Shire Acquisition Inc., each redeemable for a redemption price of three Shire Ordinary Shares or one Shire ADS (at the option of the holder).
“Shire ADSs”	means American Depositary Shares, each representing three Shire Ordinary Shares.
“Shire Ordinary Shares”	means the ordinary shares in the capital of Shire, having a nominal value of 350 pence per share, as the same may be may be reduced to a nominal value of 5 pence per share pursuant to the Reduction of Capital (and any other shares or stock resulting from any sub-division, consolidation or reclassification of such ordinary shares) for which Preference Shares may be exchanged in accordance with the provisions of these Articles.
“Special Resolution”	has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”	means the Companies Law (2004 Revision) of the Cayman Islands.
“Subsidiaries”	means the subsidiaries of Shire, from time to time, within the meaning of section 736 of the Companies

	Act 1985 of the United Kingdom.
“Trustee”	means The Bank of New York acting in its capacity as trustee or such other persons or companies for the time being the trustee under the Indenture.
“United Kingdom”	means the United Kingdom of Great Britain and Northern Ireland.
“written” and “in writing”	include all modes of representing or reproducing words in visible form.
“US $ Dollars”, “US$” and “cents”	means the lawful currency of the United States of America.
“£” and “pence”	means pounds sterling, the lawful currency of the United Kingdom.

2.	In the Articles:
	2.1	Words importing the singular number include the plural number and vice-versa.
	2.2	Words importing the masculine gender include the feminine gender.
	2.3	Words importing persons include corporations.
	2.4	“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record.
	2.5	References to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time.
	2.6	Headings are inserted for reference only and shall be ignored in construing these Articles.

COMMENCEMENT OF BUSINESS

3. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that part only of the Shares may have been allotted.

4. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

ISSUE OF SHARES AND REGISTER OF MEMBERS

5.	(a)	Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper.
	(b)	Without limitation to the generality of the foregoing Article 5(a), the Directors may issue Notes upon terms that such Notes are exchangeable for one or more Preference Shares.
	(c)	The Company shall maintain a register of its Members and every person whose name is entered as a Member in the register of Members (other than a Preference Shareholder) shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his Shares or several certificates each for one or more of his Shares upon payment of fifty cents (US$0.50) for every certificate after the first or such lesser sum as the Directors shall from time to time determine provided that in respect of a Share or Shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a Share to one of the several joint holders shall be sufficient delivery to all such holders. The register of Members shall be maintained at all times outside the United Kingdom.
6.	The Company shall not issue Shares to bearer.

SHARE RIGHTS

FOUNDERS’ SHARES

7.	(a)	The rights attaching to the Founders’ Shares are as follows:
		(i)	As regards Income – Each Founders’ Share shall confer on the holder thereof the right to receive such profits of the Company available for

		distribution as the Members entitled to vote may resolve, after the payment to the Preference Shareholders of the Preferential Dividend and after payment of any other preferential dividend on any other class of shares.
	(ii)	As regards Capital – On a winding-up or other return of capital (other than a purchase or redemption of any Preference Share or any other class of redeemable share) the holder of each Founders’ Share shall be entitled, following payment to the Preference Shareholders of all amounts then due under Article 9(b) and following payment in accordance with the rights of any other class of shares having priority in accordance herewith and following repayment to the holder of each Nominal Share of the nominal amount of the capital and any premium paid-up or credited as paid-up on such Nominal Share, to repayment of the nominal amount of the capital and any premium paid-up or credited as paid-up thereon and thereafter any surplus assets then remaining shall be distributed pari passu among the holders of the Founders’ Shares in proportion to the amounts paid-up or credited as paid-up on the Founders’ Shares.
	(iii)	As regards Voting – The holder of each Founders’ Share shall be entitled to receive notice of general meetings of the Company and to attend and vote thereat. On a poll every holder of Founders’ Shares who (being an individual) is present in person or by proxy or (being a corporation) is present by representative or by proxy shall have one million votes in respect of each Founders’ Share registered in the name of such holder.
(b)	Founders’ Shares shall only be issued to or for the benefit of Group or to or for the benefit of a person previously approved in writing by Group.

NOMINAL SHARES

8.	(a)	The rights attaching to the Nominal Shares are as follows:-
		(i)	As regards Income – No dividend will be paid on the Nominal Shares.
		(ii)	As regards Capital – On a winding-up or other return of capital (other than a purchase or redemption of any Preference Share or any other class of redeemable share) the holder of each Nominal Share shall be entitled to repayment in full of the nominal amount of the capital and any premium paid-up or credited as paid-up thereon following payment to the holders of the Preference Shares of all amounts due to them under Article 9(b) and following payment in accordance with the rights of any other class of shares having priority in accordance herewith.

		(iii)	As regards Voting – The holders of the Nominal Shares shall be entitled to receive notice of general meetings of the Company and to attend and vote thereat. On a poll every holder of Nominal Shares who (being an individual) is present in person or by proxy or (being a corporation) present by representative or by proxy shall have one vote in respect of each Nominal Share registered in the name of such holder.
	(b)	Nominal Shares shall only be issued to or for the benefit of Group or to or for the benefit of a person nominated by Group and only for the purpose of providing funds for the redemption of redeemable shares of any class.
PREFERENCE SHARES
9.	The rights attaching to the Preference Shares are as follows:-
	(a)	As regards Income – Each Preference Share shall confer on the holder a right to receive, out of the profits of the Company available for distribution and resolved to be distributed, a fixed cumulative dividend (the “Preferential Dividend”) at the rate of 2000 per cent. per annum of the nominal value of each such Preference Share which shall be paid semi-annually in arrear in equal instalments on 22 February and 22 August in each year, (or if any such date is not a Business Day, the next Business Day (each a “Dividend Payment Date”)) from and including the immediately preceding Dividend Payment Date (or the date of its issue in the case of the first Dividend Payment Date) to, but excluding, the earlier of the next Dividend Payment Date to fall and the date on which the Preference Share is redeemed. Dividends payable in respect of any period which is not a full dividend period will be calculated on the basis of a 365-day year and the number of days elapsed. The Preferential Dividend shall accrue from day to day. The Preferential Dividend will cease to accrue in respect of a Preference Share from and including its due date for redemption unless payment of the amount due to the Preference Shareholder on redemption is not made in full on such date, in which case the Preferential Dividend shall cease to accrue from and including the date such payment is made. The Preferential Dividend shall be paid in priority to any dividend in respect of any other class of shares in the capital of the Company, other than any which shall rank pari passu with the Preference Shares as regards rights to participate in the profits of the Company. The Preference Shares shall not confer any right of participation in the profits of the Company save for the right to receive the Preferential Dividend and a payment in respect of any arrears or accruals of Preferential Dividend pursuant to Articles 9(b) and 9(d)(C).
	(b)	As regards Capital – On a winding-up of the Company or other return of capital (other than a purchase or redemption of any Preference Share or any other class of redeemable shares) each Preference Share shall carry the right to payment of the Paid-Up Value thereof, together with a sum equal to any arrears or accruals of Preferential Dividend due in respect of such Preference Share (whether or not

	such dividend has been declared or has become due and payable and calculated up to, but excluding, the date of commencement of the winding-up or, as the case may be, return of capital) in priority to any payment in respect of any other class of Shares save for any class of Shares ranking pari passu with the Preference Shares as regards the right to participate in the assets of the Company. In the event that the assets of the Company available for distribution are insufficient to pay the full amount due to each holder of Preference Shares under this Article 9(b), the available assets shall be distributed amongst the Preference Shareholders and any class of Shares ranking pari passu with the Preference Shares as regards rights to participate in the assets of the Company in proportion to the amounts paid-up or credited as paid-up on such Shares.
(c)	As regards Voting – The holders of the Preference Shares shall be entitled to receive notice of general meetings of the Company but shall not be entitled to attend and vote thereat.
(d)	As regards Redemption – The Preference Shares may be redeemed by the Company upon and subject to the provisions of the applicable laws in the Cayman Islands as follows:-
	(A)	Any Preference Share which is transferred to Shire or its nominee pursuant to Article 9(e)(D) below may be redeemed at the option of the transferee of such Preference Share upon notice to the Company at any time after such Preference Share has been transferred to Shire or its nominee and Shire or its nominee has been registered as the holder of such Preference Share in the register of members of the Company. On redemption, the Company shall pay, in respect of each Preference Share being redeemed, an amount equal to the aggregate of the Paid-Up Value in respect of such Preference Share and all arrears and accruals of Preferential Dividend in respect thereof up to but excluding the date of redemption (irrespective of whether or not such Preferential Dividend has been declared or has become due and payable). The Company shall redeem any Preference Shares on the date specified by the holder thereof for the time being in any notice given by the holder to the Company requiring such redemption. Any such notice may be a standing notice (which may be revoked or amended at any time) requiring all or any Preference Shares transferred from time to time into the name of such holder to be redeemed immediately following transfer and registration or at any time thereafter as specified therein and different directions may be given concerning different Preference Shares so transferred and registered and accordingly such notice will apply to all such transfers following such notice (without the need for a separate notice requiring redemption to be served in respect of each transfer of a Preference Share) until such directions are amended or revoked.

	(B)	On redemption of a Preference Share, the Company will cancel the Preference Share and any certificate relating thereto.
	(C)	If redemption monies due to a Preference Shareholder are not paid on redemption of such Preference Share (for whatever reason), the Preferential Dividend in respect of that Preference Share shall be deemed, for the purpose of calculating the amount payable by the Company pursuant to Article 9(d)(A) above, to continue to accrue and be payable up to, but excluding, the date of payment of such redemption monies.
	(D)	The obligations of the Company to redeem Preference Shares in accordance with these Articles are subject to applicable law in the Cayman Islands.
(e)	As regards Exchange
	(A)	Following the exercise of a Conversion Right in respect of any Note, the Company shall allot and issue the relevant number of Preference Shares (calculated in accordance with the Conversion Ratio), credited as fully paid, on the relevant Conversion Date to the relevant Noteholder or such person as such Noteholder may direct.
	(B)	Each Preference Share confers on the holder an Exchange Right in respect of such Preference Share, pursuant to which the holder may require the Company, in exchange for such Preference Share, (save as provided in Articles 9(e)(H), 9(e)(I) and 9(e)(J) below) to procure the issue to such holder of such number of Shire Ordinary Shares or (if so elected by the holder in the relevant Conversion Notice) Shire ADSs as shall be determined in accordance with the Exchange Ratio or, at the Company’s option (the “Cash-Out Option”), to procure the delivery to such holder of a cash amount in US Dollars, determined in accordance with Article 9(e)(F), in each case to the Preference Shareholder. The provisions of Article 9(e)(D) shall apply upon the exercise or deemed exercise of an Exchange Right. If the Cash-Out Option is exercised, the Company shall inform the person to whom the Preference Share was issued of such election within three Business Days of the relevant Conversion Date.
	(C)	The holder of a Preference Share shall be deemed to have irrevocably exercised the Exchange Right in respect of such Preference Share immediately following the issue of such Preference Share and registration of such Preference Share in the name of the person to whom the relevant Preference Share was issued in the register of Members, without any action being required to be taken by the Preference Shareholder.

(D)	Immediately following the exercise, or deemed exercise pursuant to Article 9(e)(C) above, of an Exchange Right in respect of a Preference Share, such Preference Share shall be transferred to Shire or such person as Shire shall direct. Any such transfer shall be effected by the Company (or a person appointed for this purpose by the Company) outside the United Kingdom as agent for the holder thereof and the Company (or a person appointed as aforesaid) shall be and is hereby authorised on behalf of the holder to execute all such documents outside the United Kingdom and do all such things as may be necessary properly to effect the same, without (save as provided in the Article 9(e)(O) below) any cost or liability to, or any further action required by, the holder.
(E)	The number of Shire Ordinary Shares or ADSs which the Company may be required to procure are issued pursuant to Article 9(e)(B) in respect of a Preference Share in respect of which an Exchange Right is deemed to have been exercised pursuant to Article 9(e)(C) shall, save in the circumstances referred to in Articles 9(e)(H) and 9(e)(I) below, be equal to, in the case of an exchange for Shire Ordinary Shares, the Exchange Ratio in effect on the relevant Conversion Date and, in the case of an exchange for Shire ADSs, one-third of such ratio. The Exchange Ratio at the date of these Articles is 49.6175 Shire Ordinary Shares for each Preference Share and, in the case of an exchange for Shire ADSs, 16.5392 Shire ADSs for each Preference Share. The Exchange Ratio shall hereafter be subject to adjustment in the circumstances described in Article 9(e)(G) below. Any Shire Ordinary Shares or Shire ADSs issued upon the exercise of an Exchange Right will be issued, and any cash amounts in respect of fractional entitlements shall be paid, to the person to whom the relevant Preference Share was issued. The Company shall procure that any Shire Ordinary Shares or Shire ADSs issued in respect of a Preference Share pursuant to Article 9(e)(B) shall, save as provided in Articles 9(e)(H) and 9(e)(I), be issued on or as promptly as practicable after the Conversion Date on which such Preference Share was issued, subject always to the period of three Business Days following the Conversion Date during which the Cash-Out Option may be exercised.
(F)	The cash amount referred to in Article 9(e)(B) shall be calculated by multiplying (x) the number of Shire Ordinary Shares which would have been issued in respect of the relevant Preference Share pursuant to Article 9(e)(E) if the Cash-Out Option had not been exercised (and the holder had not elected to receive Shire ADSs) by (y) the average of the volume- weighted average prices (VWAP) on the London Stock Exchange of one Shire Ordinary Share, as shown on Bloomberg Professional Service, on the fourth, fifth, sixth, seventh and eighth dealing days following the Conversion Date (each such price being converted into US Dollars at the US$/£ noon buying rate in New York prevailing on such date). The

	Company shall procure that such cash amount shall be paid within 14 days of the relevant Conversion Date and if, for any reason, such amount is not so paid, the person to whom the Preference Share was issued shall be entitled to require that the Company procures that such number of Shire Ordinary Shares or Shire ADSs be issued to him as would have been so issued had the Cash-Out Option not been exercised.
(G)	Adjustment of Exchange Ratio
	(a)	Upon the happening of any of the events described below, the Exchange Ratio shall be adjusted in respect of any subsequent exercise of an Exchange Right as follows:
		(1)	If and whenever there shall be an alteration to the nominal value of Shire Ordinary Shares as a result of consolidation or subdivision of Shire Ordinary Shares, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such alteration by the following fraction:

	A B
	where:
	A	is the nominal amount of one Shire Ordinary Share immediately before such alteration; and
	B	is the nominal amount of one Shire Ordinary Share immediately after such alteration.
	Such adjustment shall become effective on the date the alteration takes effect.
(2)	If and whenever Shire shall issue any fully paid Shire Ordinary Shares to its shareholders by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve) other than by way of a Scrip Dividend, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such issue by the following fraction:
	A B

where:
A	is the aggregate nominal amount of the Shire Ordinary Shares in issue immediately after such issue; and
B	is the aggregate nominal amount of the Shire Ordinary Shares in issue immediately before such issue.
Such adjustment shall become effective on the date of issue of such Shire Ordinary Shares.
No adjustment shall be made under this sub-paragraph (2) if Shire pays a Scrip Dividend provided, however, that if and whenever Shire shall pay a Scrip Dividend where the Market Value of the Shire Ordinary Shares issued exceeds the amount of the relevant cash dividend or the relevant portion of the cash dividend if the Scrip Dividend is offered in place of only part of the cash dividend, then the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to the payment of such Scrip Dividend by the following fraction:
A + B
A + C
where:
A	is the aggregate nominal amount of the Shire Ordinary Shares in issue immediately before such issue;
B	is the aggregate nominal amount of the Shire Ordinary Shares issued by way of Scrip Dividend; and
C	is the aggregate nominal amount of the Shire Ordinary Shares issued by way of Scrip Dividend multiplied by a fraction of which (x) the numerator is the amount of the cash dividend per Shire Ordinary Share, or the part of such cash dividend in respect of which such Scrip Dividend applies, and (y) the denominator is the amount per Shire Ordinary Share used for the purpose of determining

		the number of Shire Ordinary Shares to be issued by way of Scrip Dividend.
	For the purposes of this sub-paragraph (2):- “Scrip Dividend” means an issue of Shire Ordinary Shares paid up out of profits or reserves (including any share premium account or capital redemption reserve) and issued instead of the whole or any part of a cash dividend which the holders of Shire Ordinary Shares would or could otherwise have received; and “Market Value” means the price or value of Shire Ordinary Shares stated in, or calculated in accordance with the provisions of and at the time of, any circular or other document issued by Shire relating to the Scrip Dividend.
(3)	If and whenever Shire shall pay or make any Capital Distribution to its shareholders, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such Capital Distribution by the following fraction:
	A
	A – B
	where:
	A	is the Current Market Price (as defined below) of one Shire Ordinary Share on the dealing day immediately preceding the date on which Shire Ordinary Shares are traded on the London Stock Exchange ex-the relevant Capital Distribution; and
	B	is the portion of the Fair Market Value of the Capital Distribution attributable to one Shire Ordinary Share.
	Such adjustment shall become effective on the date on which Shire Ordinary Shares are first traded on the London Stock Exchange ex-the Extraordinary Dividend or on which the Protected Share Repurchase is actually made, as the case may be.

For the purpose of this sub-paragraph (3):-
•	“Capital Distribution” means the premium attributable to an Extraordinary Dividend or a Protected Share Repurchase;
•	“Current Market Price” means, the average of the closing bid and offer quotations per Shire Ordinary Share published in the London Stock Exchange Daily Official List for the five consecutive dealing days ending on the dealing day immediately preceding the relevant date, provided that if at any time during the said five day period the Shire Ordinary Shares shall have been quoted ex-dividend and during some other part of that period the Shire Ordinary Shares shall have been quoted cum-dividend then:
	(a)	if the Shire Ordinary Shares to be issued do not rank for the dividend in question, the quotations on the dates on which the Shire Ordinary Shares shall have been quoted cum-dividend shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per Shire Ordinary Share (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom); and
	(b)	if the Shire Ordinary Shares to be issued do rank for the dividend in question, the quotations on the dates on which the Shire Ordinary Shares shall have been quoted ex-dividend shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount,
	and provided further that if the Shire Ordinary Shares on each of the said five dealing days have been quoted cum-dividend in respect of a dividend which has been declared or announced but the Shire Ordinary Shares to be issued do not rank for that dividend the quotations on each of such dates shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend per Shire Ordinary Share (excluding any associated tax

	credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom);
•	“Extraordinary Dividend” means any dividend or distribution on Shire Ordinary Shares, whether in cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes without limitation an issue of shares or other securities credited as fully or party paid up (other than an issue of Shire Ordinary Shares falling within sub-paragraph (2) above) by way of capitalisation of profits or reserves), where the aggregate amount of such dividend or distribution, without taking into account any tax credit that may arise in respect of the dividend or distribution, when added to the aggregate Fair Market Value of all other dividends or distributions paid or made in the preceding 12 months other than dividends or distributions to the extent an adjustment was made pursuant to sub-paragraph (2) above, exceeds 5% of the Market Capitalisation of Shire on the dealing day immediately preceding the payment date of the dividend or distribution in question. Extraordinary Dividends do not include any dividend or distribution to the extent an adjustment pursuant to sub-paragraph (2) is applicable;
•	the “Market Capitalisation of Shire” will be calculated as if Shire had already issued all Shire Ordinary Shares issuable upon the exchange of the exchangeable shares issued by Shire Acquisition Inc. in connection with the merger between Shire and BioChem Pharma Inc;
•	the amount of the premium attributable to an Extraordinary Dividend is the amount by which the Extraordinary Dividend exceeds 5% of the Market Capitalisation of Shire on the dealing day immediately preceding the payment date of the dividend or distribution in question;
•	“Protected Share Repurchase” means a purchase by Shire of Shire Ordinary Shares on the market on any one day at a weighted average price, before expenses, that exceeds by more than 5% the average of the closing middle market prices quoted for Shire Ordinary

		Shares on the London Stock Exchange as derived from the Official Daily List of the London Stock Exchange on the five dealing days before Shire makes the purchase. If Shire announces its intention to purchase Shire Ordinary Shares at some future date at a specified price, then a Protected Share Repurchase occurs when the announced purchase price exceeds by more than 5% the average of the closing middle market prices quoted for Shire Ordinary Shares on the London Stock Exchange as derived from the Official Daily List of the London Stock Exchange on the five dealing days preceding the announcement; and
	•	the amount of the premium attributable to a Protected Share Repurchase is the amount by which the repurchase amount, as the case may be, exceeds 5% of the average of the closing middle market prices quoted for Shire Ordinary Shares on the London Stock Exchange as derived from the Official Daily List of the London Stock Exchange on the five dealing days before Shire makes the purchase or announcement, as the case may be.
(4)	If and whenever Shire shall issue Shire Ordinary Shares to its shareholders as a class by way of rights, or issues or grants to its shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase any Shire Ordinary Shares, in each case at a price per Shire Ordinary Share which is less than 95% of the Current Market Price per Shire Ordinary Share on the dealing day immediately preceding the date of the announcement of the terms of the issue or grant of such Shire Ordinary Shares, options, warrants or other rights, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such issue or grant by the following fraction:
	A + B
	A + C
	where:
	A	is the number of Shire Ordinary Shares in issue immediately before such announcement;

	B	is the number of Shire Ordinary Shares issued or, as the case may be, included in the grant; and
	C	is the number of Shire Ordinary Shares which could have been purchased, at the Current Market Price per Shire Ordinary Share referred to above, for the aggregate amount (if any) payable for the new Shire Ordinary Shares issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of Shire Ordinary Shares comprised in such options, warrants or other rights.
	Such adjustment shall become effective on the first date on which Shire Ordinary Shares are traded ex-rights, ex-options or ex-warrants, as the case may be, on the London Stock Exchange.
(5)	If and whenever Shire shall issue any securities to its Shareholders as a class, (other than Shire Ordinary Shares or options, warrants or other rights to subscribe for or purchase any Shire Ordinary Shares), by way of rights, or if Shire shall grant to its shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase any securities (other than Shire Ordinary Shares or options, warrants or other rights to subscribe for or purchase Shire Ordinary Shares) the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such issue or grant by the following fraction:
	A
	A – B
	where:
	A	is the Current Market Price of one Shire Ordinary Share on the dealing day immediately preceding the date on which the terms of such issue or grant are publicly announced; and
	B	is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one Shire Ordinary Share.

	This adjustment shall become effective on the first date on which Shire Ordinary Shares are traded ex-rights, ex-options or ex-warrants, as the case may be, on the London Stock Exchange.
(6)	If and whenever Shire shall issue or grant wholly for cash (other than as mentioned in sub-paragraph (4) above) any Shire Ordinary Shares or grant (other than as mentioned in sub-paragraph (4) above) wholly for cash or for no consideration any options, warrants or other rights to subscribe for or purchase any Shire Ordinary Shares, in each case at a price per Shire Ordinary Share which is less than 95% of the Current Market Price per Shire Ordinary Share on the dealing day immediately preceding the date Shire announces the terms of such issue or grant, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such issue or grant by the following fraction:
	A + B
	A + C
	where:
	A	is the number of Shire Ordinary Shares in issue immediately before Shire issues such Shire Ordinary Shares or grants such options, warrants or rights;
	B	is the maximum number of Shire Ordinary Shares to be issued pursuant to such issue of additional Shire Ordinary Shares or upon exercise of such options, warrants or rights; and
	C	is the number of Shire Ordinary Shares which the aggregate consideration (if any) receivable for the issue of the additional Shire Ordinary Shares, or, as the case may be, for Shire Ordinary Shares to be issued upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Shire Ordinary Share.
	Such adjustment shall not apply to Shire Ordinary Shares issued on the exchange of the Preference Shares or on the

	exercise of any other rights of conversion into, or exchange or subscription for, Shire Ordinary Shares. Such adjustment shall become effective on the date Shire shall issue such additional Shire Ordinary Shares or, as the case may be, Shire shall grant such options, warrants or rights.
(7)	If and whenever Shire or any of its Subsidiaries shall issue any securities (other than the Notes or the Preference Shares) wholly for cash or for no consideration, otherwise than as mentioned in sub-paragraphs (4), (5) or (6) above, and such securities carry (directly or indirectly) rights of conversion into, or exchange or subscription for, Shire Ordinary Shares or grant any such rights in respect of existing securities, or if Shire or any of its Subsidiaries shall issue any securities which by their terms might be redesignated as Shire Ordinary Shares, and the consideration per Shire Ordinary Share receivable by Shire upon conversion, exchange, subscription or redesignation is less than 95% of the Current Market Price per Shire Ordinary Share on the dealing day immediately preceding the date Shire announces the terms of issue of such securities or the terms of such grant, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such issue or grant by the following fraction:
	A + B
	A + C
	where:
	A	is the number of Shire Ordinary Shares in issue immediately before such issue or grant (but if the relevant securities carry rights of conversion into or rights of exchange or subscription for Shire Ordinary Shares which have been issued by Shire for the purposes of or in connection with such issue, then less the number of such Shire Ordinary Shares so issued);
	B	is the maximum number of Shire Ordinary Shares that may be issued upon conversion or exchange of such securities or upon the exercise of such rights of

		subscription attached to such securities at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Shire Ordinary Shares to be issued or to arise from any such redesignation; and
	C	is the number of Shire Ordinary Shares that could be purchased at the Current Market Price per Shire Ordinary Share indicated above for the aggregate consideration (if any) receivable for Shire Ordinary Shares to be issued upon conversion or exchange or upon exercise of the right of subscription attached to such securities or, as the case may be, for Shire Ordinary Shares to be issued or to arise from any such redesignation.
	Such adjustment shall become effective on the date of issue or grant of the securities in question.
(8)	If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any securities described in sub-paragraph (7) above (other than in accordance with the terms (including terms as to adjustment) applicable to such securities) so that following such modification the consideration per Shire Ordinary Share has been reduced and is less than 95% of the Current Market Price per Shire Ordinary Share on the dealing day immediately preceding the date of announcement of the proposals for such a modification, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately prior to such modification by the following fraction:
	A + B
	A + C
	where:
	A	is the number of Shire Ordinary Shares in issue immediately before such modification (but if the relevant securities carry rights of conversion into or rights of exchange or subscription for Shire Ordinary Shares which have been issued by Shire for the purposes of or in connection with such issue,

		then less the number of such Shire Ordinary Shares so issued);
	B	is the maximum number of Shire Ordinary Shares to be issued upon conversion or exchange of such securities or upon the exercise of such rights of subscription attached to such securities at the modified conversion, exchange or subscription price or rate, but giving credit as appropriate for any previous adjustment under this sub-paragraph (8) or under sub-paragraph (7) above; and
	C	is the number of Shire Ordinary Shares which the aggregate consideration (if any) receivable by Shire for Shire Ordinary Shares to be issued upon conversion or exchange or upon exercise of the right of subscription attached to the modified securities would purchase at the Current Market Price per Shire Ordinary Share indicated above.
	Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.
(9)	If and whenever Shire or any of its Subsidiaries shall offer any securities and the holders of Shire Ordinary Shares as a class are entitled to participate in arrangements whereby such securities may be acquired by them, the Exchange Ratio shall be adjusted by multiplying the Exchange Ratio in force immediately before such offer is made by the following fraction:
	A
	A – B
	where:
	A	is the Current Market Price of one Shire Ordinary Share on the dealing day immediately preceding the date on which the terms of such offer are publicly announced; and
	B	is the Fair Market Value on the date of such announcement of the portion of the relevant offer attributable to one Shire Ordinary Share.

		Such adjustment shall become effective on the first date on which Shire Ordinary Shares trade ex-rights on the London Stock Exchange. Such adjustment shall not apply when the Exchange Ratio falls to be adjusted under sub-paragraphs (4) or (5) above or would fall to be so adjusted if the relevant issue or grant were at less than 95% of the Current Market Price per Shire Ordinary Share on the relevant dealing day.
	(10)	If any adjustment shall have been made pursuant to sub-paragraphs (4) or (6) above, and any such rights, options, warrants or other rights to subscribe for or purchase any Shire Ordinary Shares shall have lapsed or expired or are otherwise no longer exercisable and Shire has not issued all of the Shire Ordinary Shares issuable in respect of such lapsed, expired or unexercisable rights, options, warrants or other rights to subscribe for or purchase any Shire Ordinary Shares, the Exchange Ratio shall be readjusted to the Exchange Ratio which would otherwise be in effect had the adjustment made upon the issuance of such rights, options, warrants or other rights to subscribe for or purchase any Shire Ordinary Shares been made on the basis of delivery of only the number of Shire Ordinary Shares actually delivered. Such adjustment shall become effective on the date on which the rights, options, warrants or other rights to subscribe for or purchase any Shire Ordinary Shares lapsed, expired or otherwise became no longer exercisable.
(b)	For the purpose of any calculation of the consideration receivable pursuant to sub-paragraphs (6), (7) and (8), the following provisions shall apply:
	(i)	the aggregate consideration receivable for Shire Ordinary Shares issued for cash shall be the amount of such cash provided that in no case shall any deduction be made for any commission, fees or any expenses paid or incurred by Shire for any underwriting of the issue or otherwise in connection therewith;

(ii) (x) the aggregate consideration receivable for Shire Ordinary Shares to be issued or otherwise made available upon the conversion or exchange of any securities shall be deemed to be the consideration received or receivable for any such securities and (y) the aggregate consideration receivable for Shire Ordinary Shares to be issued or otherwise made available upon the exercise of rights of subscription attached to any securities or upon the exercise of any options, warrants or rights shall be deemed to that part (which may be the whole) of the consideration received or receivable for such securities or, as the case may be, for such options, warrants or rights which is attributed by Shire to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration is so attributed or the Trustee so requires by notice in writing to Shire, the fair market value of such rights of subscription or, as the case may be, such options, warrants or rights as at the date of the announcement of the terms of issue of such securities or, as the case may be, such options, warrants or rights (as determined on good faith by an independent investment bank of international repute selected by Shire and approved in writing by the Trustee), plus in the case of each of (x) and (y) above, the additional minimum consideration (if any) to be received upon the conversion or exchange of such securities, or upon the exercise of such rights or subscription attached thereto or, as the case may be, upon exercise of such options, warranties or rights and (z) the consideration per Shire Ordinary Share receivable upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such securities or, as the case may be, upon exercise of such options, warrants or rights shall be the aggregate consideration referred to in (x) or (y) above (as the case may be) converted into pounds sterling if such consideration is expressed in a currency other than pounds sterling at such rate of exchange as may be determined in good faith by an independent investment bank of international repute selected by Shire and approved in writing by the Trustee to be the spot rate ruling at the close of business on the date of announcement of the terms of issue of such securities, divided by the number of Shire Ordinary Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate.

(c)	In this Article 9(e)(G), references to any issue or offer to Shire’s shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer to all or substantially all of its shareholders other than shareholders to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer.
(d)	No adjustment shall be made to the Exchange Ratio pursuant to Article 9(e)(G)(a):
	(i)	until the cumulative adjustments amount to 1.0% or more of the Exchange Ratio;
	(ii)	if, as a result, Shire Ordinary Shares would be issued upon exchange of the Preference Shares at a discount to their par value;
	(iii)	to the extent Shire Ordinary Shares or other securities are issued, allotted or granted to employees, including directors and executive officers, of Shire or any of its subsidiaries pursuant to any employees’ share scheme or option plan;
	(iv)	upon the conversion or exchange of convertible or exchangeable securities of Shire or its subsidiaries outstanding as of 15th August, 2001, including Shire Acquisition Inc. Exchangeable Shares;
	(v)	upon the exchange of any remaining shares of Roberts Pharmaceutical Corporation for Shire Ordinary Shares; or
	(vi)	as a result of the Scheme of Arrangement.
(e)	The Company may, from time to time, increase the Exchange Ratio by any amount for any period of not less than 20 days if the Board of Directors of Shire has determined that such increase would be in Shire's best interests. If the Board of Directors of Shire makes such a determination and the same is adopted by the Company, it will be conclusive. At the end of any such period, the Exchange Ratio in force immediately before such period shall be reinstated.

(H)	If the Company elects pursuant to, and in accordance with, Section 12.1 of the Indenture to convert into Preference Shares any Notes in respect of which a Noteholder has exercised his rights under Section 12.1 of the Indenture, the number of Shire Ordinary Shares or Shire ADSs to be issued in respect of any such Preference Shares upon the exercise of the Exchange Right attaching to such Preference Shares, and the date on which such Shire Ordinary Shares or Shire ADSs shall be issued, shall be determined in accordance with Section 12.1 of the Indenture but otherwise the provisions of Article 9(e) shall apply upon the exercise of such Exchange Right.
(I)	If the Company elects pursuant to and in accordance with Section 13.1 of the Indenture to convert into Preference Shares any Notes in respect of which a Noteholder has exercised his rights under Section 13.1 of the Indenture, the number of Shire Ordinary Shares or Shire ADSs to be issued in respect of any such Preference Shares upon the exercise of the Exchange Right attaching to such Preference Shares, and the date on which such Shire Ordinary Shares or Shire ADSs shall be issued, shall be determined in accordance with Section 13.1 of the Indenture but otherwise the provisions of Article 9(e) shall apply upon the exercise of such Exchange Right.
(J)	If (i) Shire shall merge or consolidate with another person or sell or transfer all or substantially all of its assets, in each case which results in a Change of Control (as defined in the Indenture) or (ii) Shire shall participate in a statutory merger that results in a reclassification, conversion, exchange or cancellation of Shire Ordinary Shares, then, as regards the consideration due upon exchange of a Preference Share, Article 9(e)(B) shall cease to have effect and thereafter each Preference Share may be exchanged only for the kind and amount of securities, cash and other property that a holder of the number of Shire Ordinary Shares which the holder of a Preference Share may have been issued pursuant to Article 9(e)(B) had the Exchange Right in respect of such Preference Share been exercised immediately prior to such merger, consolidation, sale or transfer would have received pursuant to such merger, consolidation, sale or transfer. This calculation will be made based on the assumption that the holder of Shire Ordinary Shares failed to exercise any rights of election that the holder may have to select a particular type of consideration. This Article 9(e)(J) only applies in the case of a merger which results in a reclassification, conversion, exchange or cancellation of Shire Ordinary Shares.

(K)	Shire ADSs will not be issued upon the exercise of an Exchange Right in respect of any Preference Share issued upon the exercise of a Conversion Right:
	(i)	until either (a) the Note which is to be converted has been transferred pursuant to an effective registration statement under the US Securities Act of 1933 or (b) such Note is not otherwise a “restricted security” within the meaning of Rule 144(a)(3) under the US Securities Act of 1933; or
	(ii)	if the Deposit Agreement with respect to the Shire ADSs is terminated for any reason, until a successor Deposit Agreement is established.
	In such circumstances, any holder of a Preference Share electing to receive Shire ADSs upon the exercise of his Exchange Right in respect of such Preference Share shall receive Shire Ordinary Shares instead, subject to the Company’s option to procure the delivery of cash pursuant to Article 9(e)(B).
(L)	The obligations of the Company to procure the exchange of Preference Shares in accordance with these Articles are subject to applicable law in the Cayman Islands and, in the case of the issue of Shire Ordinary Shares and Shire ADSs, subject to Shire’s compliance with the terms of its agreement with the Company in respect thereof.
(M)	Neither the Preference Shares nor Shire Ordinary Shares (unless they are to be represented by ADSs issued by the ADS Depositary) will be issued to (i) The Depositary Trust Company, Euroclear Bank S.A./N.V. as operator of the Euroclear system, Clearstream Banking, Société anonyme or the Depositary and Clearing Centre or any of their nominees or agents or any other person providing a clearance service within Section 96 of the Finance Act 1986 of the United Kingdom or any of their nominees or agents or (ii) to any person whose business includes issuing depositary receipts within Section 93 of the Finance Act 1986 of the United Kingdom or any nominee or agent of such a person, in each case at any time prior to the “abolition day” as defined in Section 111 (1) of the Finance Act 1990 of the United Kingdom.
(N)	The Company undertakes that it will procure that any Shire Ordinary Shares issued upon the exercise of an Exchange Right will be issued fully paid and will rank pari passu in all respects with Shire Ordinary Shares in issue on the relevant Conversion Date, except that the holders of any Shire Ordinary Shares so issued will not be entitled to any dividend or other distribution declared, paid or made in respect of Shire Ordinary Shares by

	reference to a record date prior to such Conversion Date. The holder of any Shire Ordinary Shares or Shire ADSs issued upon the exercise of any Exchange Right will be treated (to the extent described in this paragraph only) as if he were the holder of such Shire Ordinary Shares or Shire ADSs on the relevant Conversion Date and therefore shall be entitled to receive, in addition to the Shire Ordinary Shares or Shire ADSs, cash consideration equal to any dividends or other distributions declared, paid or made in respect of Shire Ordinary Shares by reference to a record date falling on or after the relevant Conversion Date but before the date on which Shire Ordinary Shares or Shire ADSs are issued to such holder.
(O)	No holder of Notes will in any circumstances be required to pay any U.K. transfer taxes or duties in respect of the issue or delivery of Preference Shares on conversion of such holder’s Notes, the subsequent transfer of such Preference Shares to Shire or the issue of Shire Ordinary Shares or Shire ADSs in exchange for such Preference Shares, and the Company will procure that Shire covenants and agrees to hold each such holder harmless against any U.K. stamp duty or stamp duty reserve tax liability such holder may be required to pay on conversion of such holder’s Notes, the subsequent transfer of such Preference Shares to Shire or the issue of Shire Ordinary Shares or Shire ADSs in exchange for such Preference Shares, provided, however, that Shire shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of Preference Shares, Shire Ordinary Shares or ADSs in a name other than that of the holder of the Note(s) to be converted. A holder of a Note will be responsible for all, if any, taxes arising by reference to any disposal or deemed disposal of a Note or a Preference Share in connection with the conversion of such Notes for a Preference Share.
(P)	The Company shall not be obliged to procure the issue or delivery of certificates representing Shire Ordinary Shares or Shire ADSs unless the person to whom Shire Ordinary Shares or Shire ADSs are being issued or delivered has paid to Shire the amount of any tax or duty that may be payable in respect of any transfer involved in the issue or delivery of Shire Ordinary Shares or ADSs in a name other than that of the holder of the Note being converted or has established to Shire’s satisfaction that no such tax or duty is payable.
(Q)	No fractions of Shire Ordinary Shares or Shire ADSs will be issued upon the exercise of an Exchange Right and, instead, the Company shall procure that a cash amount will be paid by Shire in respect of any fractional entitlement, calculated by reference to the Current Market Price of a Shire Ordinary Share on the relevant Conversion Date, which amount

		shall be paid to the relevant holder of Shire Ordinary Shares or Shire ADSs within 14 days of the relevant Conversion Date.
(f)	Transfer
	Save as provided in Article 9(e)(D), the Preference Shares are not transferable. Transfers of Preference Shares shall be effected outside the United Kingdom by any transfer in common or usual form or such other form as may be approved by the Board from time to time. The transferor shall be deemed to remain the holder of the Preference Share until the name of the transferee is entered in the register of Members of the Company in respect of it. All instruments of transfer may be retained by the Company.
General
(g)	Forthwith upon the exercise, or deemed exercise of an Exchange Right in respect of any Preference Share, such Preference Share shall cease to have attached to it any Exchange Right save, to the extent such obligation has not been satisfied, for the right to require the Company pursuant to Article 9(e) to procure the issue of Shire Ordinary Shares or Shire ADSs or, as the case may be, to procure the delivery of cash upon the exercise of the Exchange Right.
(h)	The Preference Shares shall only be issued on conversion of Notes pursuant to the Indenture and in accordance with these Articles and shall be issued at the Paid-up Value per Preference Share and will rank pari passu with all (if any) fully paid Preference Shares then in issue.

TRANSFER OF SHARES

10.	Subject to Article 9, shares in the Company are transferable subject to the consent of the Directors who may, in their absolute discretion, decline to register any transfer of Shares without giving any reason. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.
11.	Subject to Article 9, the instrument of transfer of any Share shall be in writing and shall be executed outside the United Kingdom by or on behalf of the transferor (and if the Directors so require, signed by the transferee Provided that, if so required, the transferee shall sign before the instrument is executed by the transferor). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the register of Members.
12.	The registration of transfers, other than in respect of Preference Shares, may be suspended at such time and for such period as the Directors may from time to time

	determine, provided always that such registration shall not be suspended for more than forty-five days in any year.
REDEMPTION AND REPURCHASE OF SHARES
13.	(a)	Subject to the provisions of the Statute and Articles 7, 8 and 9, the Company may issue Shares which are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall, subject to Article 9, be effected in such manner as the Company may, by Special Resolution, determine before the issue of the Shares.
	(b)	Subject to the provisions of the Statute and Articles 7, 8 and 9, the Company may purchase its own Shares (including any redeemable Shares) provided that the Members shall have approved the manner of purchase by Ordinary Resolution.
	(c)	Subject to the provisions of Articles 7, 8 and 9, the Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.
14.	The provisions of Articles 7, 8 and 9 shall apply to the redemption of the Founders' Shares, the Nominal Shares and the Preference Shares.

VARIATION OF RIGHTS OF SHARES

15.	If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-quarters in nominal value of the issued Shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the Shares of that class provided, however, that the rights attaching to the Preference Shares may only be varied as provided in the Indenture.
16.	The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of Shares except that the necessary quorum shall be two or more persons holding or representing by proxy at least one-third of the issued Shares of the class (provided always that if there is only one holder of shares of the relevant class at the relevant time, the quorum shall be that one holder) and that any holder of Shares of the class present in person or by proxy may demand a poll.
17.	(a)     The rights attaching to the Preference Shares shall be deemed to be varied by:-

	(i)	the creation or issue of any Shares having priority over the Preference Shares with respect of rights to participate in the profits or assets of the Company or rights of redemption;
	(ii)	any allotment of Shares pursuant to a capitalisation of the Company’s share premium account; or
	(iii)	any reduction in the share capital or share premium account of the Company or the cancellation of any uncalled liability in respect of any Shares,
	Provided that neither the creation nor issue of any class of Shares ranking pari passu with or behind the Preference Shares nor the redemption of any Preference Shares shall be deemed to vary the rights attaching to the Preference Shares.
(b)	The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

COMMISSION ON SALE OF SHARES

18. The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

NON-RECOGNITION OF TRUSTS

19. The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

LIEN ON SHARES

20. The Company shall have a first and paramount lien on all Shares except Preference Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time

	declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on such a Share shall also extend to any amount payable in respect of that Share.
21.	The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been given to the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.
22.	To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under these Articles.
23.	The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any residue shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

CALL ON SHARES

24.	(a)	Subject to the terms of the allotment the Directors may from time to time make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
	(b)	A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
	The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
25.	If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until

	it is paid at such rate as the Directors may determine, but the Directors may waive payment of the interest wholly or in part.
26.	An amount payable in respect of a Share on allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.
27.	The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.
28.	(a)	The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
	(b)	No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a dividend declared in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

FORFEITURE OF SHARES

29.	(a)	If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.
	(b)	If the notice is not complied with any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all dividends or other monies declared payable in respect of the forfeited Share and not paid before the forfeiture.
	(c)	A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re- allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.
30.	A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares

	forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.
31.	A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the fact as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.
32.	The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.
	TRANSMISSION OF SHARES
33.	If a Member dies the survivor or survivors where he was a joint holder, and his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share which had been jointly held by him.
34.	Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some person nominated by him as the transferee. If he elects to become the holder he shall give notice to the Company to that effect, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by that Member before his death or bankruptcy as the case may be.
35.	If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.
36.	A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share. However, he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred

	by membership in relation to meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share. If the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
	AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL
37.	The Company may by Ordinary Resolution:
	(a)	increase the share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;
	(b)	consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;
	(c)	by subdivision of its existing Shares or any of them divide the whole or any part of its Share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and
	(d)	cancel any Shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person.
38.	All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.
39.	Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:
	(a)	change its name;
	(b)	alter or add to these Articles;
	(c)	alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and
	(d)	reduce its share capital and any capital redemption reserve fund.

REGISTERED OFFICE

40.	Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office to any place other than a place in the United Kingdom.
	CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
41.	For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other proper purpose, the Directors of the Company may provide that the register of Members shall be closed for transfers other than transfers of Preference Shares for a stated period but not to exceed in any case forty days. If the register of Members shall be so closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members such register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of Members.
42.	In lieu of or apart from closing the register of Members, the Directors may fix in advance a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.
43.	If the register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.
		GENERAL MEETING
44.	All general meetings other than annual general meetings shall be called extraordinary general meetings.
45.	The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall

	appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o'clock in the morning. At these meetings the report of the Directors (if any) shall be presented.
46.	The Company may hold an annual general meeting, but shall not (unless required by Statute) be obliged to hold an annual general meeting.
47.	The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.
48.	A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than one tenth in par value of the capital of the Company as at that date carries the right of voting at general meetings of the Company.
49.	The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office of the Company, and may consist of several documents in like form each signed by one or more requisitionists.
50.	If the Directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days.
51.	A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

52.	At least five days' notice shall be given of any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
	(a)	in the case of an annual general meeting, by all the Members (or their proxies) entitled to attend and vote thereat; and
	(b)	in the case of an extraordinary general meeting, by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being

		a majority together holding not less than ninety-five per cent in par value of the Shares giving that right.
53.	The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

54.	No business shall be transacted at any general meeting unless a quorum is present. Two Members entitled to attend and vote at the meeting present in person or by proxy or if a corporation by its duly authorised representative shall be a quorum unless the Company has one Member entitled to attend and vote at the meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by a duly authorised representative. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
55.	A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other.
56.	A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.
57.	If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.
58.	The chairman, if any, of the board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
59.	If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be chairman of the meeting.

60.	The chairman may, with the consent of a meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.
61.	A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is demanded by the chairman, or any other Member or Members collectively present in person or by proxy and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting.
62.	Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
63.	The demand for a poll may be withdrawn.
64.	Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.
65.	A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.
66.	In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

VOTES OF MEMBERS

67.

Subject to Articles 7, 8 and 9 in particular and to any rights or restrictions attached to any Shares, on a show of hands every Member entitled to vote who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative, shall have one vote and on a poll every Member entitled to vote shall have one vote for every Share of which he is the holder.

68.

In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other

	joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of Members.
69.	A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Member's behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
70.	No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Member entitled to attend and vote at such meeting on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares in the Company have been paid.
71.	No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
72.	On a poll or on a show of hands votes may be cast either personally or by proxy. A Member entitled to vote at a meeting may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where such Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands.
73.	A Member entitled to vote at a meeting and holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

PROXIES

74.	The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.
75.	The instrument appointing a proxy (and any authority under which it is executed) shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or adjourned meeting, provided that the chairman may at his discretion direct that an

	instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy which is not deposited in the manner permitted shall be invalid.
76.	The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
77.	Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

CORPORATE MEMBERS

78. Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

SHARES WHICH MAY NOT BE VOTED

79. Shares in the Company which are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

NUMBER OF DIRECTORS

80.

There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may from time to time by Ordinary Resolution increase or reduce the limits in the number of Directors provided always that all Directors must be residents of the United Kingdom. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the subscriber.

POWERS OF DIRECTORS

81.	Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
82.	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.
83.	The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
84.	The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

APPOINTMENT AND REMOVAL OF DIRECTORS

85.	The Company may by Ordinary Resolution appoint any person to be a Director provided that any person appointed as a Director must be a resident of the United Kingdom. The Company may by Ordinary Resolution remove any Director.
86.	The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors and provided further that any person appointed as a Director must be a resident of the United Kingdom.

VACATION OF OFFICE OF DIRECTOR

87.	The office of a Director shall be vacated if:
	(a)   he gives notice in writing to the Company that he resigns the office of Director; or

(b)	if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or
(c)	if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(d)	if he is found a lunatic or becomes of unsound mind; or
(e)	if he ceases to be resident in the United Kingdom; or
(f)	if all the other Directors of the Company (being not less than two in number) resolve that he should be removed as a Director.

QUORUM

88. The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum.

PROCEEDINGS OF DIRECTORS

89.	Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit provided that all meetings shall take place in the United Kingdom. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.
90.	A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time provided that all participants are located in the United Kingdom. Participation by a person in a meeting in this manner is treated as presence in person at that meeting.
91.	A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held provided that each Director is located in the United Kingdom when he executes the resolution.

92.	A Director or alternate Director may, or other officer of the Company on the requisition of a Director or alternate Director shall, call a meeting of the Directors by at least two days' notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.
93.	The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.
94.	The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.
95.	All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.
96.	A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

PRESUMPTION OF ASSENT

97. A Director of the Company who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIRECTORS’ INTERESTS

98.	A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
99.	A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.
100.	A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.
101.	No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
102.	A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

MINUTES

103. The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting.

DELEGATION OF DIRECTORS’ POWERS

104.	The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.
105.	The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards.
106.	The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.
107.	The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may think fit and may also authorise any such attorney or other company, firm or person to delegate all or any of the powers, authorities and discretions vested in him.
108.	The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit provided that such officers are residents of the United Kingdom. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors or Members.

ALTERNATE DIRECTORS

109. Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person who is a resident of the United Kingdom willing to act, to

	be an alternate Director and by writing may remove from office an alternate Director so appointed by him.
110.	An alternate Director shall be entitled to receive notice of all meetings of Directors and of a meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence.
111.	An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director or if he ceases to be resident in the United Kingdom.
112.	Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.
113.	An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

NO MINIMUM SHAREHOLDING

114. The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

REMUNERATION OF DIRECTORS

115.

The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

116.

The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

SEAL

117.	The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose.
118.	The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.
119.	A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

120.	Subject to the Statute and this Article, the Directors may declare Dividends and distributions on Shares of the Company in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefor. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.
121.	Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid according to the nominal value of the Shares which a Member holds. If any Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.
122.	The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise provided that this Article shall not apply to the Preference Shares.
123.	The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors

	provided that this Article shall not apply to any Dividend or distribution payable to a Member in respect of a Preference Share.
124.	Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders.
125.	No Dividend or distribution shall bear interest against the Company.

CAPITALISATION

126. Subject to the rights attaching to the Preference Shares, the Directors may capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned. This Article shall not apply to the Preference Shares.

BOOKS OF ACCOUNT

127. The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

128.

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

129.

The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

AUDIT

130.	The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors, and may fix his or their remuneration.
131.	Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.
132.	Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempt company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

NOTICES

133.

Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex, fax or e-mail to him or to his address as shown in the register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted abroad, is to be sent airmail.

134.

Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by

	properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.
135.	A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
136.	Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

WINDING UP

137. On a winding-up of the Company or other return of capital (other than a purchase or redemption of any Preference Share or other class of redeemable share), the assets of the Company available for distribution shall be applied in accordance with Articles 7, 8 and 9.

INDEMNITY

138. Every Director, agent or officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own wilful neglect or default. No such Director, agent or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the wilful neglect or default of such Director, agent or officer.

FINANCIAL YEAR

139. Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

TRANSFER BY WAY OF CONTINUATION

140. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

*   *   *   *   *   *   *   *   *   *

EX-4.4

Exhibit 4.4

EXECUTION COPY

SHIRE FINANCE LIMITED

ISSUER

SHIRE PHARMACEUTICALS GROUP PLC

AND

SHIRE PLC

GUARANTORS

TO

THE BANK OF NEW YORK

TRUSTEE

____________

AMENDED AND RESTATED

     INDENTURE

Dated as of September 23, 2005
____________

U.S.$400,000,000

INITIAL AGGREGATE PRINCIPAL AMOUNT

2.00% GUARANTEED CONVERTIBLE SENIOR NOTES DUE AUGUST 21, 2011

CROSS-REFERENCE TABLE¹

SHIRE FINANCE LIMITED

Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and this Amended and Restated Indenture, dated as of September 23, 2005.

Trust Indenture Act Section		Indenture Section
§ 310	(a)(1)	6.08
	(a)(2)	6.08
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	6.09
		6.13
§ 311	(a)	6.14
	(b)	6.14
§ 312	(a)	14.01
		14.02(a)
	(b)	14.02(b)
	(c)	14.02(c)
§ 313	(a)	14.04(a)
	(b)	14.04(a)
	(c)	1.06, 14.04(a)
	(d)	14.04(b)
§ 314	(a)	14.05
	(a)(4)	6.02
		9.07
	(b)	Not Applicable
	(c)(1)	Section 1.02
	(c)(2)	1.02
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.02
§ 315	(a)	6.01, 6.03
	(b)	6.02
	(c)	6.01(b)
	(d)	6.01(c), 6.03
	(e)	5.14
§ 316	(a)(1)(A)	5.12
	(a)(1)(B)	5.13
	(a)(2)	Not Applicable
	(a)(2)(last sentence)	1.01
	(b)	5.08
	(c)	1.04
§ 317	(a)(1)	5.03
	(a)(2)	5.04
	(b)	9.03
§ 318	(a)	1.14

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

TABLE OF CONTENTS

		PAGE
RECITALS
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01.	Definitions	2
Section 1.02.	Compliance Certificates and Opinions	12
Section 1.03.	Form of Documents Delivered to the Trustee	12
Section 1.04.	Acts of Holders of Securities	13
Section 1.05.	Notices, Etc., to Trustee, Issuer, Group and Holdings	15
Section 1.06.	Notice to Holders of Securities; Waiver	16
Section 1.07.	Notice of Adjustments of Exchange Ratio	16
Section 1.08.	Effect of Headings and Table of Contents	17
Section 1.09.	Successors and Assigns	17
Section 1.10.	Separability Clause	17
Section 1.11.	Benefits of Indenture	17
Section 1.12.	Governing Law, Etc.	17
Section 1.13.	Legal Holidays	18
Section 1.14.	Conflict With Trust Indenture Act	19
Section 1.15.	Effective Time	19
ARTICLE 2
SECURITY FORMS
Section 2.01.	Form Generally	19
Section 2.02.	Restrictive Legends	20
Section 2.03.	Forms of the Guarantees	22
ARTICLE 3
THE SECURITIES
Section 3.01.	Title and Terms	22
Section 3.02.	Denominations	23
Section 3.03.	Execution, Authentication, Delivery and Dating	23
Section 3.04.	Reserved	24
Section 3.05.	Transfer and Exchange	24
Section 3.06.	Reserved	28
Section 3.07.	Special Transfer Provisions	28
Section 3.08.	Mutilated, Destroyed, Lost or Stolen Securities	30
Section 3.09.	Payment of Interest; Interest Rights Preserved	31
Section 3.10.	Persons Deemed Owners	33
Section 3.11.	Cancellation	33
Section 3.12.	Computation of Interest	33

i

Section 3.13.	CUSIP, CINS, ISIN and/or Common Code Numbers	33
ARTICLE 4
SATISFACTION AND DISCHARGE
Section 4.01.	Satisfaction and Discharge of Indenture	34
Section 4.02.	Application of Trust Money	35
ARTICLE 5
REMEDIES
Section 5.01.	Events of Default	35
Section 5.02.	Acceleration of Maturity; Rescission and Annulment	37
Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	38
Section 5.04.	Trustee May File Proofs of Claim	39
Section 5.05.	Trustee May Enforce Claims Without Possession of Securities	40
Section 5.06.	Application of Money Collected	40
Section 5.07.	Limitation on Suits	40
Section 5.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	41
Section 5.09.	Restoration of Rights and Remedies	41
Section 5.10.	Rights and Remedies Cumulative	41
Section 5.11.	Delay or Omission Not Waiver	42
Section 5.12.	Control by Holders of Securities	42
Section 5.13.	Waiver of Past Defaults	42
Section 5.14.	Undertaking for Costs	42
Section 5.15.	Waiver of Stay, Usury or Extension Laws	43
ARTICLE 6
THE TRUSTEE
Section 6.01.	Certain Duties and Responsibilities	43
Section 6.02.	Notice of Defaults	45
Section 6.03.	Certain Rights of Trustee	45
Section 6.04.	Not Responsible for Recitals or Issuance of Securities	47
Section 6.05.	May Hold Securities, Act as Trustee Under Other Indentures	47
Section 6.06.	Money Held in Trust	47
Section 6.07.	Compensation and Reimbursement	47
Section 6.08.	Corporate Trustee Required; Eligibility	48
Section 6.09.	Resignation and Removal; Appointment of Successor	48
Section 6.10.	Acceptance of Appointment by Successor	50
Section 6.11.	Merger, Conversion, Consolidation or Succession to Business	50
Section 6.12.	Authenticating Agents	50
Section 6.13.	Disqualification; Conflicting Interests	52
Section 6.14.	Preferential Collection of Claims Against the Issuer, Group and Holdings	52

ii

ARTICLE 7
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 7.01.	Holdings May Consolidate, Etc., Only on Certain Terms	52
Section 7.02.	Successor Substituted	53
ARTICLE 8
SUPPLEMENTAL INDENTURES
Section 8.01.	Supplemental Indentures Without Consent of Holders of Securities	53
Section 8.02.	Supplemental Indentures with Consent of Holders of Securities	54
Section 8.03.	Execution of Supplemental Indentures	55
Section 8.04.	Effect of Supplemental Indentures	56
Section 8.05.	Reference in Securities to Supplemental Indentures	56
Section 8.06.	Conformity with Trust Indenture Act	56
Section 8.07.	Notice of Supplemental Indentures	56
ARTICLE 9
COVENANTS
Section 9.01.	Payment of Principal, Premium and Interest	56
Section 9.02.	Maintenance of Offices or Agencies	57
Section 9.03.	Money for Security Payments to Be Held in Trust	57
Section 9.04.	Existence	59
Section 9.05.	Registration and Listing	59
Section 9.06.	Further Undertakings of Holdings	59
Section 9.07.	Statement by Officers as to Default	60
Section 9.08.	Waiver of Certain Covenants	61
ARTICLE 10
REDEMPTION OF SECURITIES AT THE OPTION OF THE ISSUER
Section 10.01.	Right of Redemption at the Option of the Issuer	61
Section 10.02.	Applicability of Article	61
Section 10.03.	Election to Redeem; Notice to Trustee	61
Section 10.04.	Selection by Trustee of Securities to Be Redeemed	62
Section 10.05.	Notice of Redemption	62
Section 10.06.	Deposit of Redemption Price	63
Section 10.07.	Securities Payable on Redemption Date	63
Section 10.08.	Securities Redeemed in Part	64
Section 10.09.	Conversion Arrangement on Call for Redemption	64
ARTICLE 11
CONVERSION OF SECURITIES
Section 11.01.	Conversion Privilege and Conversion Rate	65

iii

Section 11.02.	Exercise of Conversion Privilege	65
Section 11.03.	Issuer to Reserve Preference Shares; Instructions to Trustee	67
Section 11.04.	Taxes on Conversions	67
Section 11.05.	Covenant as to Preference Shares; Limitations on Issuance	67
Section 11.06.	Cancellation of Converted Securities	68
Section 11.07.	No Responsibility of Trustee for Conversion Provisions	68
Section 11.08.	Deemed Conversion and Exchange Upon the Liquidation of Holdings	68
ARTICLE 12
REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER
UPON A CHANGE IN CONTROL
Section 12.01.	Right to Require Redemption	69
Section 12.02.	Conditions to the Issuer’s Election to Convert Securities Elected for Redemption Into Preference Shares	70
Section 12.03.	Notices; Method of Exercising Redemption Right, Etc	71
Section 12.04.	Certain Definitions	74
ARTICLE 13
REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER ON CERTAIN DATES
Section 13.01.	Right to Require Redemption on Certain Dates	75
Section 13.02.	Conditions to the Issuer’s Election to Convert Securities Elected for Redemption Into Preference Shares	76
Section 13.03.	Notices; Method of Exercising Redemption Right, Etc	77
ARTICLE 14
HOLDERS LISTS AND REPORTS BY TRUSTEE, ISSUER, GROUP AND HOLDINGS;
NON-RECOURSE
Section 14.01.	Issuer to Furnish Trustee Names and Addresses of Holders	79
Section 14.02.	Preservation of Information	79
Section 14.03.	No Recourse Against Others	79
Section 14.04.	Reports By Trustee	80
Section 14.05.	Reports by Issuer, Group and Holdings	80
ARTICLE 15
THE GUARANTEES
Section 15.01.	The Group Guarantee	80
Section 15.02.	The Holdings Guarantee	82
Section 15.03.	Execution and Delivery of the Guarantees	85
ARTICLE 16
MEETINGS OF HOLDERS OF THE SECURITIES
Section 16.01.	Purposes of Meetings	85

iv

Section 16.02.	Place of Meetings	86
Section 16.03.	Call and Notice of Meetings	86
Section 16.04.	Voting at Meetings	86
Section 16.05.	Voting Rights, Conduct and Adjournment	86

EXHIBITS

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

v

     AMENDED AND RESTATED INDENTURE, dated as of September 23, 2005, among Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands, having its registered office at Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands, as issuer (herein called the “Issuer”); Shire Pharmaceuticals Group plc, a public limited company duly organized and existing under the laws of England and Wales, having its principal office at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, England, as guarantor (herein called “Group”); Shire plc, a public limited company duly organized and existing under the laws of England and Wales, having its principal office at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, England, as guarantor (herein called “Holdings”); The Bank of New York, a New York banking corporation, as Trustee hereunder (herein called the “Trustee”).

RECITALS

     WHEREAS, the Issuer, Group and the Trustee are parties to that certain Indenture dated as of August 21, 2001 (such Indenture, the “Original Indenture”, and as amended and restated herein, the “Indenture”), pursuant to which the Issuer issued $400,000,000 in aggregate principal amount of its 2.00% Guaranteed Convertible Senior Notes due August 21, 2011 (the “Securities”);

     WHEREAS, Group proposes to complete a Scheme of Arrangement under the Companies Act 1985 of England and Wales in November 2005 (the “Scheme of Arrangement”) pursuant to which Group will become a wholly-owned subsidiary of Holdings, with the holders of Group’s ordinary shares becoming holders of Ordinary Shares;

     WHEREAS, the Issuer, Group and Holdings desire to amend and restate the Original Indenture, effective at the Effective Time (as defined herein), to provide, among other things, that each Preference Share shall, from and after the Effective Time, be exchangeable for a number of Ordinary Shares equal to the number of ordinary shares of Group that would have been issuable upon exchange of such Preference Share immediately prior to the effective date of the Scheme of Arrangement;

     WHEREAS, all $400,000,000 aggregate principal amount of Securities permitted to be issued pursuant to Section 3.01 of this Indenture were issued on August 21, 2001;

     WHEREAS, Section 8.01 of the Indenture provides that the Issuer may enter into one or more supplemental indentures without the written consent of any Holders to make any change that does not adversely affect the right of any Holder;

     WHEREAS, the respective Boards of Directors of the Issuer, Group and Holdings (or a duly authorized committee thereof) have duly adopted resolutions

authorizing the Issuer, Group and Holdings, respectively, to execute and deliver this Amended and Restated Indenture;

     WHEREAS, in consideration of the covenants and agreements of Holdings made herein and other good and valuable consideration, receipt of which is hereby acknowledged, each of the Issuer, Group, Holdings and the Trustee desires to enter into this Indenture; and

     WHEREAS, all the conditions and requirements necessary to make this Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms for the purposes herein expressed, have been performed and fulfilled.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      The Issuer, Group, Holdings and the Trustee agree, with effect at the Effective Time, to amend and restate the Original Indenture as provided herein. Upon the execution and delivery of counterpart signature pages hereto by the Issuer, Group, Holdings and the Trustee, and at the Effective Time, the Original Indenture will be automatically amended and restated in its entirety to read as provided herein.

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

ARTICLE 1DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

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

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

2

     “Act”, when used with respect to any Holder of a Security, has the meaning specified in Section 1.04.

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

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

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

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

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

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

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

     “Board of Directors” means either the board of directors of the Issuer, Group or Holdings, as the case may be, or any duly authorized committee of such board.

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

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

3

York or London, England are authorized or obligated by law or executive order to close shall not be a Business Day for purposes of Section 10.06.

      “Change in Control” has the meaning specified in Section 12.04(b) .

     “Change of Control Exchange Ratio” has the meaning specified in Section 12.01.

     “Change of Control Redemption Date” has the meaning specified in Section 12.01.

     “Change of Control Redemption Price” has the meaning specified in Section 12.01.

     “Clearstream” means Clearstream Banking, société anonyme, or its successor in such capacity.

     “Closing Date” means the date on which the Securities were originally issued under this Indenture.

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

      “Code” has the meaning specified in Section 2.01.

     “Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

      “Company Notice” has the meaning specified in Section 12.03.

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

     “Conversion and Exchange Agent” means any Person authorized by Holdings to convert Securities in accordance with Article 11 and to exchange Preference Shares for Ordinary Shares or ADSs or, at the option of the Issuer, cash. Holdings has initially appointed the Trustee as its Conversion and Exchange Agent in the State of New York, County of New York, City of New York.

4

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

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

      “Defaulted Interest” has the meaning specified in Section 3.09.

     “Definitive Security” means any definitive registered Security substantially in the form set forth in Exhibit B hereto issued in accordance with Section 3.05.

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

     “Dollar” or “U.S.$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts. “DTC” means The Depository Trust Company, a New York corporation.

     “DTC Agreement” shall have the meaning specified in Section 3.05(A)(a) .

     “Effective Time” means the date on which the Scheme of Arrangement has become effective and either: (i) the new class of exchangeable shares in Shire Acquisition Inc., as contemplated by the Shire Acquisition Articles of Amendment, have been issued; or (ii) the holders of the existing exchangeable shares of Shire Acquisition Inc. failed to approve the Shire Acquisition Articles of Amendment, and of which the Trustee shall receive notice by the Issuer, Group or Holdings.

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

      “Event of Default” has the meaning specified in Section 5.01.

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

     “Exchange Ratio” means the rate at which Ordinary Shares or ADSs shall be delivered upon exchange of one Preference Share in accordance with the provisions of the Articles of Association (which Exchange Ratio at the date of the Original Indenture was 49.6175 Ordinary Shares or 16.5392 ADSs per Preference Share) as adjusted from time to time in certain instances as provided or as otherwise provided in the Articles of Association.

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

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

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

     “Guarantees” means the Holdings Guarantee and the Group Guarantee, each being a “Guarantee”.

     “Guarantors” means each of Group and Holdings, each being a “Guarantor”.

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

     “Holder Option Exchange Ratio” has the meaning specified in Section 13.01.

     “Holder Option Redemption Date” has the meaning specified in Section 13.01.

     “Holder Option Redemption Price” has the meaning specified in Section 13.01.

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

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

     “Indenture” means this instrument as originally executed and delivered or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental

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indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.

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

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

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

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

     “Maturity”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, exercise of the Holders’ rights to require redemption set forth in Article 12 or Article 13 or otherwise.

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

      “Notice of Default” has the meaning specified in Section 5.01.

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

     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer, Group or Holdings.

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

     “Ordinary Shares” mean the ordinary shares in the capital of Holdings, nominal value U.K. 350 pence per share, including as the same may be may be reduced to nominal value U.K. 5 pence per share pursuant to the Reduction of Capital. Shares issuable on conversion of Securities into Preference Shares and exchange of Preference Shares shall include only Ordinary Shares or shares of

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any class or classes of ordinary shares resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Securities into Preference Shares and exchange of Preference Shares shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

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

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

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

     (iii)Securities which have been paid pursuant to Section 3.08 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of Group or Holdings;

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

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obligor upon the Securities or any Affiliate of the Issuer, Group or Holdings or such other obligor.

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

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

      “Place of Conversion” has the meaning specified in Section 3.01.

      “Place of Payment” has the meaning specified in Section 3.01.

     “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.08 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

     “Private Placement Legend” means the legend initially set forth on the Securities in the form set forth in Section 2.02.

      “Purchasers” shall have the meaning set forth in Section 10.09.

     “QIB” means a “qualified institutional buyer” as defined under Rule 144A. “Record Date” means any Regular Record Date or Special Record Date.

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

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

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

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

     “Reduction of Capital” the reduction of Holdings’ share capital under section 135 of the Companies Act by approximately £1,650 million through a decrease of the nominal amount of each Ordinary Share issued pursuant to the Scheme of Arrangement from 350 pence to 5 pence, as contemplated in the Scheme of Arrangement and scheduled to take place shortly after the effective date of the Scheme of Arrangement.

     “Registration Statement” has the meaning set forth in the Registration Rights Agreement.

      “Regulation S” means Regulation S under the Securities Act.

     “Regulation S Global Security” has the meaning specified in Section 2.01.

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

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

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

      “Rule 144A” means Rule 144A under the Securities Act.

      “Rule 144A Global Security” has the meaning specified in Section 2.01.

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

     “Scheme of Arrangement” has the meaning ascribed to it in the second paragraph under the caption “Recitals”.

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     “Securities” has the meaning ascribed to it in the first paragraph under the caption “Recitals”.

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

     “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

     “Shire Acquisition Articles of Amendment” means the articles of amendment to the articles of incorporation of Shire Acquisition Inc., contemplating the issuance of a new class of exchangeable shares to reflect the substitution, in connection with the Scheme of Arrangement, of the issue of Ordinary Shares in Holdings in lieu of the issue of ordinary shares in Group upon surrender of such new exchangeable shares for ordinary shares or American Depositary Shares.

     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Issuer pursuant to Section 3.09.

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

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

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

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

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

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

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

     Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Issuer, Group or Holdings to the Trustee to take any action under any provision of this Indenture, the Issuer, Group or Holdings, as the case may be, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and, if required by the Trust Indenture Act, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates provided for in Section 9.07) shall include:

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

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

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

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

     Section 1.03. Form of Documents Delivered to the Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such

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matters in one or several documents. Any certificate or opinion of an officer of the Issuer, Group or Holdings may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such certificate or opinion is based are erroneous.

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

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

     Section 1.04. Acts of Holders of Securities. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders of Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing by such Holders. Such action shall become effective when such instrument or instruments record is delivered to the Trustee and, where it is hereby expressly required, to the Issuer, Group and Holdings. The Trustee shall promptly deliver to the Issuer, Group and Holdings copies of all such instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of Securities signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee, the Issuer, Group or Holdings if made in the manner provided in this Section.

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

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

     (d)The fact and date of execution of any such instrument or writing and the authority of the Person executing the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 1.04.

     (e)The Issuer may set any day as the record date for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted by this Indenture to be given or taken by Holders. Promptly and in any case not later than 10 days after setting a record date, the Issuer shall notify the Trustee and the Holders of such record date. If not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 14.01) prior to such first solicitation or vote, as the case may be. With regard to any record date, the Holders on such date (or their duly appointed agents or proxies), and only such Persons, shall be entitled to give or take, or vote on, the relevant action, whether or not such Holders remain Holders after such record date. Notwithstanding the foregoing, the Issuer shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to in the next paragraph.

     Upon receipt by the Trustee from any Holder of (i) any notice of default or breach referred to in Section 5.01(4), if such default or breach has occurred and is continuing and the Trustee shall not have given such a notice to the Issuer, Group and Holdings; (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default has occurred and is continuing and the Trustee shall not have given such a declaration to the Issuer, Group and Holdings; or (iii) any direction referred to in Section 5.12, if the Trustee shall not have taken the action specified in such direction, then, with respect to clauses (ii) and (iii), a record date shall automatically and without any action by the Issuer, Group or Holdings or the Trustee be set for determining the Holders entitled to join in such declaration or direction, which record date shall be the close of business on the tenth day (or, if such day is not a Business Day, the first Business Day thereafter) following the day on which the Trustee receives such declaration or direction, and, with respect to clause (i), the Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in such notice of default. Promptly after such receipt by the Trustee of any such declaration or direction referred to in

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clause (ii) or (iii), and promptly after setting any record date with respect to clause (i), and as soon as practicable thereafter, the Trustee shall notify the Issuer, Group and Holdings and the Holders of any such record date so fixed. The Holders on such record date (or their 12 duly appointed agents or proxies), and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders after such record date; provided that, unless such notice, declaration or direction shall have become effective by virtue of Holders of the requisite principal amount of Securities on such record date (or their duly appointed agents or proxies) having joined therein on or prior to the 180th day after such record date, such notice, declaration or direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall be construed to prevent a Holder (or a duly appointed agent or proxy thereof) from giving, before or after the expiration of such 180-day period, a notice, declaration or direction contrary to or different from, or, after the expiration of such period, identical to, the notice, declaration or direction to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this paragraph. In addition, nothing in this paragraph shall be construed to render ineffective any notice, declaration or direction of the type referred to in this paragraph given at any time to the Trustee and the Issuer by Holders (or their duly appointed agents or proxies) of the requisite principal amount of Securities on the date such notice, declaration or direction is so given.

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

     Section 1.05. Notices, Etc., to Trustee, Issuer, Group and Holdings. Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of Holders of Securities or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

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

     (2)the Issuer, Group or Holdings by the Trustee or by any Holder of Securities shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing, mailed, first-class postage prepaid, or telecopied and confirmed by mail, first-class

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postage prepaid, or delivered by hand or overnight courier, addressed to the Issuer, Group and Holdings at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP, England, Attention: Company Secretary, or at any other address previously furnished in writing to the Trustee by the Issuer, Group or Holdings, and shall be deemed given when received.

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

     Section 1.06. Notice to Holders of Securities; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Securities of any event, such notice shall be sufficiently given to Holders if in writing and mailed, first-class postage prepaid to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice.

     Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Securities. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee, which approval shall not be unreasonably withheld or delayed, shall constitute a sufficient notification to such Holders for every purpose hereunder.

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

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

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

     Section 1.07. Notice of Adjustments of Exchange Ratio. Whenever the Exchange Ratio is adjusted as provided in the Articles of Association:

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

     (2)upon each such adjustment, a notice stating that the Exchange Ratio has been adjusted and setting forth the adjusted Exchange Ratio shall be required, and as soon as practicable after it is required, such notice shall be provided by the Issuer to all Holders in accordance with Section 1.06.

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

     Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

     Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer, Group or Holdings shall bind their respective successors and assigns, whether so expressed or not.

     Section 1.10. Separability Clause. In case any provision in this Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 1.11. Benefits of Indenture. Except as provided in the next sentence, nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder and the Holders of Securities, any benefit or legal or equitable right, remedy or claim under this Indenture.

     Section 1.12. Governing Law, Etc. (a) THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE

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OR THE SECURITIES OR ANY TRANSACTION RELATED HERETO OR THERETO.

      (b)Each of the Issuer, Group or Holdings hereby:

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

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

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

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

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

     Section 1.13. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Change of Control Redemption Date, Holder Option Redemption Date or Stated Maturity of any Security or the last day on which a Holder of a Security has a right to convert his Security shall not be a Business Day at a Place of Payment or Place of Conversion, as the case may be, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal of, premium, if any, or interest on, or the payment of any Redemption Price, Change of Control Redemption Price or Holder Option Redemption Price (or issue of Preference Shares on conversion of a Security or Ordinary Shares or ADSs in exchange for Preference Shares into which Securities may be converted in lieu of payment thereof) with respect to, or delivery for conversion of, such Security need not be made at such Place of Payment or Place of Conversion, as the case may be, on or by such day, but may be made on or by the next succeeding Business Day at such Place of Payment or Place of Conversion, as the case may be, with the same force and effect as if made on the Interest Payment Date, Redemption Date Change of Control Redemption Date or Holder Option Redemption Date, or at the Stated Maturity or by such last day for

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conversion; provided, however, that in the case that payment is made on such succeeding Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Change of Control Redemption Date, Holder Option Redemption Date, Stated Maturity or last day for conversion, as the case may be.

     Section 1.14. Conflict With Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

     Section 1.15. Effective Time. This Amended and Restated Indenture shall become effective at the Effective Time.

ARTICLE 2SECURITY FORMS

     Section 2.01. Form Generally. The Securities shall be in substantially the form set forth in this Article and in the forms of Securities set forth in Exhibits A and B to this Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or the Internal Revenue Code of 1986, as amended, and regulations thereunder (the “Code”), or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. The Securities shall initially be represented by two or more Global Securities in registered form, as opposed to bearer form.

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

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

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

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

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

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

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

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

     Section 2.02. Restrictive Legends. (a) Unless and until a Security is sold or otherwise transferred in connection with an effective Registration Statement pursuant to the Registration Rights Agreement, (i) the Rule 144A Global Securities and Rule 144A Definitive Securities shall bear the legend set forth below on the face thereof and (ii) until at least the 41st day after the Closing Date, the Regulation S Global Securities and the Regulation S Definitive Securities shall bear the legend set forth below on the face thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE

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144(k) UNDER THE SECURITIES ACT, OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO SHIRE PLC OR ANY SUBSIDIARY THEREOF, (B) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S, (B) IN ACCORDANCE WITH RULE 144A TO A PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.

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

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

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     Section 2.03. Forms of the Guarantees. (a) The Group Guarantee shall be endorsed on each Security and shall be in substantially the form set forth in Exhibit F or such other form or forms as shall be established by a Board Resolution of Group or an indenture supplemental hereto, with such appropriate insertions, omissions, substitutions and other corrections as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Group Guarantee. Such execution of such Group Guarantee shall be conclusive evidence as regards Group as to any such determination made by Group.

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

ARTICLE 3THE SECURITIES

     Section 3.01. Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.05, 3.08, 8.05, 10.08, 11.02 or 12.03(f).

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

     The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Exhibit A and Exhibit B, and any Redemption Price, Change of Control Redemption Price or Holder Option Redemption Price shall be payable at such places as are identified in the

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notice of redemption delivered pursuant to Section 10.05, the Company Notice given pursuant to Section 12.03 or any notice from the Issuer delivered pursuant to Section 13.03 (any city in which any Paying Agent is located being herein called a “Place of Payment”).

     The Securities shall be redeemable at the option of the Issuer, as provided in Article 10 and in the form of Securities set forth in Exhibit A and Exhibit B.

     The Securities shall be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a “Place of Conversion”).

     The Securities shall be subject to redemption by the Issuer at the option of the Holders as provided in Article 12 and Article 13.

     Section 3.02. Denominations. The Securities shall be issuable only in global registered or definitive registered form, without coupons, in denominations of U.S.$1,000 and integral multiples thereof.

     Section 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Issuer by its Chief Executive, its Finance Director or one of its other Directors, or by its Treasurer, under a facsimile of its corporate seal reproduced thereon attested by its Company Secretary or one of its Assistant Company Secretaries. Any such signature may be manual or facsimile.

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

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

      Each Security shall be dated the date of its authentication.

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

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      Section 3.04. Reserved.

     Section 3.05. Transfer and Exchange. The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 9.02 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. The Security Register shall be maintained at all times outside the United Kingdom.

     Upon surrender of a Security for registration of transfer of any Security at an office or agency of the Issuer designated pursuant to Section 9.02 for such purpose, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.

      (A) Global Securities

     (a)The Rule l44A Global Security authenticated under this Indenture shall be deposited with a custodian for and registered in the name of Cede & Co., as nominee of DTC. Pursuant to the terms of the agreement to be entered into between DTC and the Issuer (the “DTC Agreement”), DTC will operate a book-entry system for the securities registered in its name or the name of its nominee. The Regulation S Global Security authenticated under this Indenture shall be deposited with, and registered in the name of a nominee for, a common depositary for Clearstream and Euroclear, which will each operate a book-entry system for the Securities registered in the name of the common depositary. Each such Global Security shall constitute a single Security for all purposes of this Indenture.

     (b)The Rule l44A Global Security and the Regulation S Global Security shall bear legends as set forth in Section 2.02. Transfers of any Global Security shall be limited to transfers of such Global Security in whole, but not in part. Transfers of interests from one Global Security to another Global Security shall be effected by an increase or a reduction in the aggregate principal amount of Securities represented by the first Global Security and the corresponding reduction or increase in the aggregate principal amount of Securities represented by the other Global Security. Any beneficial interest in one of the Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures or conditions applicable to beneficial interests in such other Global Security for as long as it remains such an interest.

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     (c)Notwithstanding any other provision in this Indenture, no Global Securities held by DTC may be exchanged for Definitive Securities unless: (i) DTC notifies the Trustee that it is unwilling or unable to continue to hold such Global Securities, or if at any time DTC is unable to or ceases to be a clearing agency registered under the Exchange Act and a successor to DTC registered under the Exchange Act is not appointed by the Trustee at the written request of the Issuer within 120 days; (ii) an Event of Default under the Securities occurs, upon the request of the holder of a beneficial interest in the relevant Securities; or (iii) at any time the Issuer at its option and in its sole discretion determines that a Global Security should be exchanged (in whole but not in part) for Definitive Securities. The Regulation S Global Securities may not be exchanged for Definitive Securities unless: (i) either Clearstream or Euroclear is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business and does in fact do so and no alternative clearing system satisfactory to the Issuer is available; (ii) an Event of Default under the Securities occurs, upon the request of the holder of a beneficial interest in the relevant Securities; or (iii) at any time the Issuer at its option and in its sole discretion determines that a Global Security should be exchanged (in whole but not in part) for Definitive Securities.

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

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

     (d)Definitive Securities issued upon any exchange of beneficial interests in the Rule l44A Global Security or the Regulations S Global Security shall bear the legends set forth in Section 2.02 and shall be subject to all restrictions on transfer contained therein to the same extent as the Global Security so exchanged.

     (e)In the event that a Global Security is surrendered for redemption in part pursuant to Section 10.08, Section 12 or Section 13 either (i) the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such

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Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered or (ii) the Trustee shall endorse Schedule A to such Global Security to reflect the reduction in the principal amount at maturity of such Global Security as a result of such redemption.

     (f)Upon the effectiveness of the Registration Statement pursuant to the Registration Rights Agreement and the sale or other transfer of a beneficial interest in a Global Security in connection therewith, the Issuer shall issue and upon receipt of an authentication order in accordance with Section 3.03, the Trustee (or its agent in accordance with Section 6.12) shall authenticate one or more Unrestricted Global Securities in the form of Exhibit A-3 hereto in an initial aggregate principal amount equal to the principal amount of the beneficial interest so transferred. Concurrently with the issuance of any such Unrestricted Global Security, the Trustee shall cause the aggregate principal amount of the applicable initial Global Security to be reduced accordingly and direct the Security Registrar to make a corresponding reduction in the Security Register in respect of the initial Global Security.

     (g)The Agent Members, DTC, Clearstream, Euroclear and any beneficial owners shall have no rights under this Indenture with respect to any Global Security held on their behalf by a Holder, or in relation to which they hold, directly or indirectly, beneficial interests, and such Holder shall be treated by the Issuer, Group, Holdings, the Trustee, and any agent of the Issuer, Group, Holdings or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, Group, Holdings, the Trustee, or any agent of the Issuer, Group, Holdings or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or impair, as between DTC, Clearstream, Euroclear or another clearing agency and any of their respective Agent Members and Holders, the operation of customary practices governing the exercise of the rights of a holder or any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver, or other action which a Holder is entitled to give or take under this Indenture.

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

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

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substitutions and other variations as the officers executing such Definitive Securities may determine, as evidenced by their execution of such Securities.

     If temporary Securities are issued, the Issuer will cause definitive registered Securities to be prepared without unreasonable delay. After the preparation of definitive registered Securities, the temporary Securities shall be exchangeable for Definitive Securities upon surrender of the temporary Securities at any office or agency of the Issuer designated pursuant to Section 9.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Issuer shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like principal amount of Definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities.

      (B) Definitive Securities

     (a)At the option of a Holder, and subject to the other provisions of this Section 3.05, Definitive Securities may be exchanged for other Definitive Securities of any authorized denomination and of a like aggregate principal amount, upon surrender of the Definitive Securities to be exchanged at any such office or agency. Whenever any Definitive Securities are so surrendered for exchange, and subject to the other provisions of this Section 3.05, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. Every Definitive Security presented or surrendered for registration of transfer and/or surrendered for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

     All Definitive Securities issued upon any registration of transfer or exchange of Definitive Securities shall be the valid and legally binding obligations of the Issuer, evidencing the same debt, and subject to the other provisions of this Section 3.05, entitled to the same benefits under this Indenture, as the Definitive Securities surrendered upon such registration of transfer or exchange.

     (b)No service charge shall be made for any registration of transfer or exchange of Securities except as provided in Section 3.08, but the Issuer may require payment of a sum sufficient to cover any tax, duty or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to this Section 3.05 or Section 8.05, 10.08 or 11.02 (other than where the Preference Shares, Ordinary Shares or ADSs are to be issued or delivered in a name other than that of the Holder of the Security), in each case not involving any transfer. Any stamp, stamp duty reserve tax and other duties, if any, which may be imposed by the United

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Kingdom or any political subdivision thereof or therein in connection with any exchanges pursuant to this Section 3.05 or Section 8.05, 10.08, 11.02, 12.03(f) or 13.03(e) (other than where the Preference Shares, Ordinary Shares or ADSs are to be issued or delivered in a name other than that of the Holder of the Security), in each case not involving any transfer, shall be paid by the Issuer.

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

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

      Section 3.06. Reserved.

     Section 3.07. Special Transfer Provisions. Unless and until a Security is sold or otherwise transferred in connection with an effective Registration Statement pursuant to the Registration Rights Agreement, the following provisions shall apply:

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

     (i)If the Security to be transferred is (A) either a Rule 144A Definitive Security or a Regulation S Definitive Security prior to the removal of the Private Placement Legend, the transferor must advise the Issuer and the Trustee in writing that the sale has been made in compliance with the provisions of Rule l44A to a transferee who has advised the Issuer and the Trustee in writing that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A and is aware that the sale to it is being made in reliance on Rule l44A and acknowledges that it has received such information regarding the Issuer, Group and Holdings as it has requested pursuant to Rule l44A, or has determined not to request such information, and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; or (B) an interest in a Rule 144A Global Security, the

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transfer of such interest may be effected only through the book-entry system maintained by DTC.

     (ii)If the proposed transferee is an Agent Member and the Security to be transferred consists of Rule 144A Definitive Securities, upon receipt by the Trustee of the documents referred to in paragraph (i) above and instructions given in accordance with the procedures of DTC, Clearstream or Euroclear, as the case may be, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Rule 144A Global Security in an amount equal to the principal amount of the Rule 144A Definitive Securities to be transferred, and the Trustee shall cancel the Rule l44A Definitive Securities so transferred.

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

     (i)prior to the removal of the Private Placement Legend from the Regulation S Global Security or Regulation S Definitive Securities pursuant to Section 2.02, such transfer must comply with paragraph (a) or (c) of this Section 3.07, and

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

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

     (i)any proposed transfer to any Non-U.S. Person of a Rule l44A Definitive Security or an interest in a Rule 144A Global Security may be made upon receipt by the Trustee of a certificate substantially in the form of Exhibit G hereto from the proposed transferor.

     (ii)(A) If the proposed transferor is an Agent Member holding a beneficial interest in a Rule 144A Global Security, upon receipt by the Trustee of (1) the documents, if any, required by paragraph (i) and (2) instructions in accordance with the procedures of DTC, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule l44A Global Security in an amount equal to the principal amount of the beneficial interest in the Rule l44A Global Security to be transferred, and (B) if the proposed transferee is an Agent Member, upon receipt by the Trustee of instructions given in accordance with the procedures of DTC, the Security Registrar

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shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Rule l44A Definitive Security or the Rule l44A Global Security, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Security, if any, so transferred or decrease the amount of the Rule 144A Global Security.

     (d)Private Placement Legend. Upon the transfer, exchange or replacement of Securities not bearing the Private Placement Legend, the Trustee shall deliver Securities that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Private Placement Legend, the Trustee shall deliver only Securities that bear the Private Placement Legend unless (i) the Private Placement Legend is no longer required by Section 2.02, or (ii) if the time period referred to in Rule 144(k) has expired and there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

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

     The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 or this Section 3.07 in accordance with its customary record retention procedures. The Issuer, Group and Holdings shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Trustee.

     Section 3.08. Mutilated, Destroyed, Lost or Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a

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new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.

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

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

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

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

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

     Upon the issuance of any new Security under this Section 3.08, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section 3.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section 3.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.09. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid, (i) in the case of Definitive Securities, to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and, at the option of the Issuer, may be paid by check mailed to the address of the Person as it appears in the Security Register; and (ii) in the case of Global Securities, to the Holder by wire transfer of same-day funds to the Holder in

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whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

     Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below:

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

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

     Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in

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exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

     Interest on any Security which is converted in accordance with Section 11.02 during a Record Date Period shall be payable in accordance with the provisions of Section 11.02.

     Section 3.10. Persons Deemed Owners. The Issuer, Group, Holdings, the Trustee and any agent of the Issuer, Group, Holdings or the Trustee may treat the Person in whose name a Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.09) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, Group, Holdings, the Trustee nor any agent of the Issuer, Group, Holdings or the Trustee shall be affected by notice to the contrary.

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

     Section 3.12. Computation of Interest. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months and, in the case of an incomplete month, the number of days elapsed.

     Section 3.13. CUSIP, CINS, ISIN and/or Common Code Numbers. The Issuer in issuing Securities may use “CUSIP,” “CINS,” “ISIN,” and/or “Common Code” numbers (if then generally in use) in addition to serial numbers; the Trustee shall use such CUSIP, CINS, ISIN and/or Common Code numbers in addition to serial numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP, CINS, ISIN and/or Common Code numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the serial or other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such CUSIP, CINS, ISIN and/or Common Code numbers. The Issuer shall promptly notify the Trustee in writing of any change in any such CUSIP, CINS, ISIN and/or Common Code number.

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ARTICLE 4SATISFACTION AND DISCHARGE

     Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of conversion, or registration of transfer or exchange, or replacement of Securities herein expressly provided for and the Issuer’s obligations to the Trustee pursuant to Section 6.07), and the Trustee, at the expense of the Issuer, shall execute proper instruments in form and substance satisfactory to the Trustee acknowledging satisfaction and discharge of this Indenture, when

      (1)either

     (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.08; and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or

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

      (i) have become due and payable, or

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

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

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

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.07, the obligations of the Issuer to any Authenticating Agent under Section 6.12, and, if money shall have been deposited with the Trustee pursuant to clause (1)(B) of this Section 4.01, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 9.03, the obligations of the Issuer and the Trustee under Section 3.05 and Article 11 and the obligations of Group and Holdings under Article 15 shall survive such satisfaction and discharge.

     Section 4.02. Application of Trust Money. Subject to the provisions of the last paragraph of Section 9.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent), to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee.

     All moneys deposited with the Trustee pursuant to Section 4.01 (and held by it or any Paying Agent) for the payment of Securities subsequently converted shall be returned to the Issuer upon Issuer Request.

ARTICLE 5REMEDIES

     Section 5.01. Events of Default. “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body).

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

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

     (3)failure by the Issuer to give the Company Notice in accordance with Section 12.03; or

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

     (5)a default in the payment when due of the principal of, or acceleration of, any Indebtedness under any bond, debenture, note or other evidence of indebtedness for money borrowed by Holdings or any Subsidiary of Holdings or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of Holdings or any Subsidiary of Holdings with a principal amount then outstanding in excess of U.S.$25,000,000, whether such Indebtedness now exists or shall hereafter be created, if such Indebtedness is not discharged, or such acceleration is not rescinded or annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to Holdings by the Trustee or to Holdings and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities a written notice specifying such default and requiring Holdings to cause such Indebtedness to be discharged or such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or

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

     (7)the commencement by Group or Holdings of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to

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

     (8)the Issuer’s, Group’s or Holdings’ stopping payment of, or being unable to, or admitting an inability to, pay, its debts (or any class of its debts) as they fall due, or being deemed unable to pay its debts, or being adjudicated or found bankrupt or insolvent or entering into any composition or other similar arrangements with its creditors under any applicable bankruptcy, insolvency, reorganization or other similar law; or

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

     Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Issuer and Holdings (and to the Trustee if given by the Holders), and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) occurs, the principal of, and accrued interest on, all the Securities shall ipso facto become immediately due

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and payable without any declaration or other Act of the Holder or any act on the part of the Trustee.

     At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article 5 provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Issuer, Holdings and the Trustee, may rescind and annul such declaration and its consequences if:

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

      (A) all overdue interest on all Securities;

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

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

     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, except to the extent such amounts would not be required to be paid pursuant to Section 6.07;

and

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

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

          Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if:

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

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

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

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

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

     Section 5.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, Group, Holdings or any other obligor upon the Securities or the property of the Issuer, Group, Holdings or such other obligor or the creditors of either, the Trustee (irrespective of whether the principal of, and any interest on, the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer, Group or Holdings for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

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

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

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

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

     Section 5.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, be for the ratable benefit of the Holders of the Securities in respect of which judgment has been recovered.

     Section 5.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article 5 shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 6.07;

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

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

     Section 5.07. Limitation on Suits. No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this

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Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

     Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and (subject to Section 3.09) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be), and to convert such Security in accordance with Article 11, and to institute suit for the enforcement of any such payment and right to convert, and such rights shall not be impaired without the consent of such Holder.

     Section 5.09. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, Group, Holdings, the Trustee and the Holders of Securities shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holders shall continue as though no such proceeding had been instituted.

     Section 5.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost

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or stolen Securities in the last paragraph of Section 3.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     Section 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. Every right and remedy given by this Article 5 or by law to the Trustee or to the Holders of Securities may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or (subject to the limitations contained in this Indenture) by the Holders of Securities as the case may be.

     Section 5.12. Control by Holders of Securities. The Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided that:

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

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

     Section 5.13. Waiver of Past Defaults. The Holders, either (a) through the written consent of not less than a majority in principal amount of the Outstanding Securities; or (b) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of at least a majority in principal amount of the Outstanding Securities represented at such meeting, may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of or interest on any Security; or (2) in respect of a covenant or provision hereof which under Article 8 cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.

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

     Section 5.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to

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have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Issuer, Group or Holdings, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of or interest on any Security on or after the respective Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be), or for the enforcement of the right to convert any Security in accordance with Article 11.

     Section 5.15. Waiver of Stay, Usury or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, usury or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede by reason of such law the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 6THE TRUSTEE

     Section 6.01. Certain Duties and Responsibilities. (a).Except during the continuance of an Event of Default:

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

     (2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be

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under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Indenture, but not to verify the contents thereof.

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

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

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

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

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

     (4)no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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

     (e)At the direction of any of the Company, Group or Holdings, the Trustee shall enter into such consent documentation as may reasonably be requested of it to effect the Reduction of Capital, provided that such Reduction of Capital does not contravene the covenant of Holdings set forth in Section 9.06 as evidenced by an Opinion of Counsel to that effect and to the effect that all conditions precedent, if any, to the execution of such documents have been complied with.

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     Section 6.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder as to which a Responsible Officer of the Trustee has actually received written notice, the Trustee shall give to all Holders of Securities, in the manner provided in Section 1.06, notice of such default, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of or interest on any Security the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders; and provided, further, that in the case of any default of the character specified in Section 5.01(4), no such notice to Holders of Securities shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.

     Section 6.03. Certain Rights of Trustee. Subject to the provisions of Section 6.01:

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

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

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

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

     (5)the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

     (6)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security

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or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

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

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

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

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

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

     (12)At the direction of any of the Company, Group or Holdings, the Trustee may enter into such consent documentation as may reasonably be requested of it to effect the Reduction of Capital, provided that such Reduction of Capital does not contravene the covenant of Holdings set forth in Section 9.06 as evidenced by an Opinion of Counsel

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to that effect and to the effect that all conditions precedent, if any, to the execution of such documents have been complied with.

     Section 6.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities (except the Trustee’s certificates of authentication) shall be taken as the statements of the Issuer, Group and Holdings, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, of the Securities, of the Preference Shares issuable upon the conversion of the Securities, or of the Ordinary Shares or ADSs issuable upon the exchange of the Preference Shares. The Trustee shall not be accountable for the use or application by the Issuer of Securities or the proceeds thereof.

     Section 6.05. May Hold Securities, Act as Trustee Under Other Indentures. The Trustee, any Authenticating Agent, any Paying Agent, any Conversion Agent or any other agent of the Issuer, Group, Holdings or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Conversion Agent or such other agent.

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

     Section 6.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer.

     Section 6.07. Compensation and Reimbursement. The Issuer, and failing which Group and Holdings, agrees:

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

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

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

     When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses (including the reasonable charges of its counsel) and the compensation for the services are intended to constitute expenses of the administration under any applicable bankruptcy, insolvency, reorganization or other similar law.

     The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities.

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

     Section 6.08. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, having a combined capital and surplus (or for such purposes, the combined capital and surplus of any parent holding company) of at least U.S.$50,000,000, subject to supervision or examination by U.S. federal or State authority, in good standing and having an office or agent in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article and a successor shall be appointed pursuant to Section 6.09.

      Section 6.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.

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

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

      (d)If at any time:

     (1)the Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Issuer or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or

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

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

     (e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee and shall comply with the applicable requirements of this Section and Section 6.10. If, within one year after such resignation, removal or incapability, or occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Issuer, Holdings and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.10, become the successor Trustee and supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders of Securities and accepted appointment in the manner required by this Section and Section 6.10,

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any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

     (f)The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders of Securities in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

     Section 6.10. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer, Group, Holdings and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

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

     Section 6.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided such corporation shall be otherwise eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

     Section 6.12. Authenticating Agents. The Trustee may, with the consent of the Issuer, appoint an Authenticating Agent or Agents acceptable to the Issuer with respect to the Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon exchange or substitution pursuant to this Indenture.

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

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

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

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

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

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

as Trustee
By Authenticating Agent,
	as Authenticating Agent
By:
	Authorized Signatory

     Section 6.13. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

     Section 6.14. Preferential Collection of Claims Against the Issuer, Group and Holdings. If and when the Trustee shall be or become a creditor of the Issuer, Group or Holdings (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Issuer, Group or Holdings (or any such other obligor), as the case may be.

ARTICLE 7CONSOLIDATION,MERGER,CONVEYANCE,TRANSFER OR LEASE

      Section 7.01. Holdings May Consolidate, Etc., Only on Certain Terms. Holdings shall not consolidate with or merge into any other Person or convey, transfer, sell or lease all its properties and assets substantially as an entirety to any Person, and Holdings shall not permit any Person to consolidate with or merge into Holdings, unless:

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

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part of Holdings to be performed or observed and shall have provided for conversion and exchange rights in accordance with Article 11;

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

     (3)Holdings has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with, together with any documents required under Section 8.03.

     Section 7.02. Successor Substituted. Upon any consolidation of Holdings with, or merger of Holdings into any other Person or any conveyance, transfer or lease of all or substantially all the properties and assets of Holdings in accordance with Section 7.01, the successor Person formed by such consolidation or into or with which Holdings is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Holdings under this Indenture with the same effect as if such successor Person had been named as Holdings herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE 8SUPPLEMENTAL INDENTURES

     Section 8.01. Supplemental Indentures Without Consent of Holders of Securities. Without the consent of any Holders of Securities, the Issuer, Group, Holdings, in each case when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:

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

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

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      (3)to secure the Securities; or

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

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

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

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

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

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

     Upon Issuer Request and Company Request, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and subject to and upon receipt by the Trustee of the documents described in Section 8.03 hereof, the Trustee shall join with the Issuer, Group and Holdings in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained.

     Section 8.02. Supplemental Indentures with Consent of Holders of Securities. With either (a) the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities, by the Act of said Holders delivered to the Issuer, Group, Holdings and the Trustee; or (b) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting, the Issuer, Group, Holdings,

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in each case when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Security affected thereby:

     (1)change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount or the rate of interest payable thereon or any amount payable upon redemption pursuant to Article 10, Article 12 or Article 13 hereof in a manner adverse to the Holders, or change the place at which or the coin or currency in which any Security or the interest or any premium thereon or any other amount in respect thereof is payable, or impair the right to institute suit for the enforcement of any payment in respect of any Security on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date Change of Control Redemption Date or Holder Option Redemption Date, as the case may be) or adversely affect the right to convert any Security as provided in Article 11; or

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

     (3)modify any of the provisions of this Section and Section 5.13 or 9.08, except to increase any percentage contained herein or therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or

     (4)modify the provisions of Article 12 or Article 13 in a manner adverse to the Holders.

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

     Section 8.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.01 and 6.03) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this

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Indenture, and that such supplemental indenture has been duly authorized, executed and delivered by the Issuer, Group and Holdings and constitutes a valid and legally binding obligation of the Issuer, Group and Holdings enforceable against the Issuer, Group and Holdings in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

     Section 8.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder appertaining thereto shall be bound thereby.

     Section 8.05. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities so modified as to conform, in the opinion of the Issuer and the Trustee, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

     Section 8.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as in effect at the time of the execution thereof.

     Section 8.07. Notice of Supplemental Indentures. Promptly after the execution by the Issuer, Group, Holdings and the Trustee of any supplemental indenture pursuant to the provisions of Section 8.02, the Issuer shall give notice to all Holders of Securities of such fact, setting forth in general terms the substance of such supplemental indenture, in the manner provided in Section 1.06. Any failure of the Issuer to give such notice, or any defect therein, shall not in any way impair or affect the validity of any such supplemental indenture.

ARTICLE 9COVENANTS

     Section 9.01. Payment of Principal, Premium and Interest. The Issuer covenants and agrees that, subject to Section 1.13, it will duly and punctually pay the principal of premium, if any, and interest on the Securities in accordance with the terms of the Securities and this Indenture. The Issuer will deposit or cause to be deposited with the Trustee, no later than the opening of business on the date of the Stated Maturity of any Security or no later than the opening of business on the

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due date for any principal, premium, if any, and any installment of interest, all payments so due, which payments shall be in immediately available funds on the date of such Stated Maturity or due date, as the case may be. The Issuer hereby covenants and agrees that it shall make all payments in respect of principal of (and premium, if any, on) and interest (including interest on amounts in default, if any,) on the Securities or the payment of any other sums due on the Securities without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied upon or as a result of such payments by or on behalf of any taxing authority, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required by law.

     Section 9.02. Maintenance of Offices or Agencies. The Issuer hereby appoints the Corporate Trust Office of the Trustee or such other office or agency of the Trustee as its agent in the Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Issuer, Group and Holdings in respect of the Securities and this Indenture may be served. The Trustee shall upon receipt forward any such notices and demands to Group, Holdings and the Issuer at the address specified in Section 1.05(2) .

     The Issuer may at any time and from time to time vary or terminate the appointment of any such agent or appoint any additional agents for any or all of such purposes; provided, however, that until all of the Securities have been delivered to the Trustee for cancellation, or moneys sufficient to pay the principal of, premium, if any, and interest on the Securities have been made available for payment and either paid or returned to the Issuer pursuant to the provisions of Section 9.03, the Issuer will maintain in the State of New York, The City of New York, an office or agency where Securities may be presented or surrendered for payment and conversion, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer, Group and Holdings in respect of the Securities and this Indenture may be served. The Issuer will give prompt written notice to the Trustee, and notice to the Holders in accordance with Section 1.06, of the appointment or termination of any such agents and of the location and any change in the location of any such office or agency.

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

     Section 9.03. Money for Security Payments to Be Held in Trust. If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or

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interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and the Issuer will promptly notify the Trustee of its action or failure so to act.

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

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

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

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

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

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

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

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interest on any of the Securities to any Holder. The Issuer shall not be liable for any interest on the sums paid to it pursuant to this paragraph and shall not be regarded as a trustee of such money.

     Section 9.04. Existence. Subject to Article 7, the Issuer, Group and Holdings will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Issuer, Group and Holdings shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer, Group or Holdings, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Holders.

     Section 9.05. Registration and Listing. Within a reasonable time after the issuance of the Global Securities, the Issuer and Holdings (i) will effect all registrations with, and obtain all approvals by, all governmental authorities that may be necessary under any applicable law (including the Securities Act, the Exchange Act and state securities and Blue Sky laws) before the Ordinary Shares or ADSs issuable upon any exchange of the Preference Shares may be lawfully issued and certification in respect thereof delivered, and qualified or listed as contemplated by clause (ii); and (ii) will cause the Ordinary Shares that may be issued and certification in respect thereof delivered upon any exchange of the Preference Shares, prior to such issuance and delivery, to be admitted to the official list of the United Kingdom Listing Authority and admitted to trading on the London Stock Exchange or, if the Ordinary Shares are not then admitted to trading on the London Stock Exchange, will list the Ordinary Shares or qualify the Ordinary Shares for quotation on each securities exchange or quotation system on which outstanding Ordinary Shares are listed or quoted at the time of such issue and delivery.

     Section 9.06. Further Undertakings of Holdings. Holdings covenants and agrees that it will, at all times while Securities are outstanding, save with either (a) the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities, by Act of said Holders delivered to the Issuer, Holdings and the Trustee; (b) the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting; or (c) the consent of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of the Holders of the Securities to give such approval:

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

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     (b)not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favorable than such rights except that nothing in this clause (b) shall prevent (i) the issue of equity share capital to employees (including executive officers) or directors of Holdings or any of its Subsidiaries or associated undertakings pursuant to any employees’ or directors’ share plan or option plan; (ii) any consolidation or subdivision of the Ordinary Shares; (iii) any modification of such rights which is not materially prejudicial to the interests of the Holders of the Securities; (iv) any alteration to the articles of association of Holdings made in connection with any matters referred to in this clause (b) or supplemental or incidental thereto; or (v) any issue of Ordinary Shares in connection with and upon (1) exchange of the exchangeable shares of Shire Acquisition Inc. or the remaining outstanding shares of Roberts Pharmaceutical Corporation or (2) the conversion of the unsecured convertible zero coupon loan note due to Arenol Corporation; or (vi) any issue of equity share capital where the issue of such equity share capital results (or would, but for the fact that the adjustment would be less than one percent of the Exchange Ratio or that the relevant issue were at less than 95% of the current market price per Ordinary Share on the relevant Trading Day, result) in an adjustment to the Exchange Ratio; and

     (c)not reduce its issued share capital, share premium account or capital redemption reserve or any uncalled liability in respect thereof except (i) pursuant to the terms of issue of the relevant share capital; (ii) by means of a purchase or redemption; (iii) as permitted by Section 130(2) of the Companies Act 1985; (iv) where the reduction does not involve any distribution of assets; (v) where the reduction results in (or would, but for the fact that the adjustment would be less than one percent of the Exchange Ratio then in effect, result in) an adjustment to the Exchange Ratio; or (vi) solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed.

     Section 9.07. Statement by Officers as to Default. The Issuer and Holdings shall deliver to the Trustee, within 120 days after the end of each fiscal year of Holdings ending after the date hereof, an Officers’ Certificate (one of the signers of which shall be Holdings’ principal executive, principal financial or principal accounting officer), stating whether or not to the best knowledge of the signers thereof the Issuer is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Issuer shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

     The Issuer will deliver to the Trustee, forthwith upon becoming aware of any default in the performance or observance of any covenant, agreement or

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condition contained in this Indenture, or any Event of Default, an Officers’ Certificate specifying with particularity such default or Event of Default and further stating what action the Issuer has taken, is taking or proposes to take with respect thereto.

     Any notice required to be given under this Section 9.07 shall be delivered to the Trustee at its Corporate Trust Office.

     Section 9.08. Waiver of Certain Covenants. The Issuer, Group and Holdings may omit in any particular instance to comply with any covenant or conditions set forth in any covenant provided pursuant to Section 8.01(2) for the benefit of the Holders or in Section 9.04 or Section 9.05 (other than a covenant or condition which under Article 8 cannot be modified or amended without the consent of the Holder of each Outstanding Security affected), if before the time for such compliance the Holders shall, through the written consent of not less than a majority in principal amount of the Outstanding Securities, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer, Group and Holdings and the duties of the Trustee or any Paying or Conversion Agent in respect of any such covenant or condition shall remain in full force and effect.

ARTICLE 10REDEMPTION OF SECURITIES AT THE OPTION OF THE ISSUER

     Section 10.01. Right of Redemption at the Option of the Issuer. The Securities may be redeemed at the option of the Issuer in accordance with the provisions of the form of Securities set forth in Exhibit A and Exhibit B.

     Section 10.02. Applicability of Article. Redemption of Securities at the election of the Issuer or otherwise, as permitted or required by any provision of the Securities or this Indenture, shall be made in accordance with such provision and this Article 10.

     Section 10.03. Election to Redeem; Notice to Trustee. The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuer of any of the Securities, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date. If the Securities are to be redeemed pursuant to an election of the Issuer which is subject to a condition specified in the form of Securities set forth in Exhibit A or Exhibit B, the Issuer shall furnish the Trustee with an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred.

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     Section 10.04. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee within three Business Days after it receives the notice described in Section 10.03, from the Outstanding Securities not previously called for redemption, by such method as the Trustee may deem fair and appropriate.

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

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

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

     Section 10.05. Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06 to the Holders of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date, and such notice shall be irrevocable.

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

      (1)the Redemption Date;

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

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

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

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

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

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

     Section 10.06. Deposit of Redemption Price. Not less than one Business Day prior to any Redemption Date, the Issuer shall deposit with the Trustee (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03) an amount of money (which shall be in immediately available funds on such Redemption Date) sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date other than any Securities called for redemption on that date which have been converted prior to the date of such deposit.

     If any Security called for redemption is converted, any money deposited with the Trustee or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in Section 3.09) be paid to the Issuer on Issuer Request or, if then held by the Issuer, shall be discharged from such trust.

     Section 10.07. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of any Security for redemption in accordance with said notice such Security shall be paid by the Issuer at the Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.09.

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

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         Section 10.08. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at an office or agency of the Issuer designated for that purpose pursuant to Section 9.02 (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

     Section 10.09. Conversion Arrangement on Call for Redemption. In connection with any redemption of the Securities, the Issuer may arrange for the purchase and conversion of any Securities by an agreement with one or more investment bankers or other purchasers (the “Purchasers”) to purchase such Securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued and unpaid to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 10, the obligation of the Issuer to pay the Redemption Price, together with interest accrued and unpaid to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the second Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Issuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in this Article 10) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Issuer, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Issuer for the redemption of Securities. Without the Trustee’s prior written consent, no arrangement between the Issuer and such Purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Issuer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Issuer and such Purchasers, including the costs and expenses, including reasonable legal fees, incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

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ARTICLE 11CONVERSION OF SECURITIES

     Section 11.01. Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$l,000 may be converted into fully paid and nonassessable Preference Shares at the conversion price of one Preference Share per U.S.$l,000 principal amount of Securities. Such conversion right shall commence upon the date of the original issuance of the Securities and expire at the close of business on August 14, 2011, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Issuer or the Holder thereof exercises his right to require the Issuer to redeem the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be, unless the Issuer defaults in making the payment due upon redemption, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security).

     A Holder of Securities shall not be entitled to any rights of a holder of Preference Shares until such holder has converted such Security into Preference Shares, and only to the extent that such Securities are deemed to have been converted into Preference Shares under this Article 11.

     Section 11.02. Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of the Issuer maintained for that purpose pursuant to Section 9.02, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if applicable) which is surrendered for conversion during the period from the close

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of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The Issuer’s delivery to the Holder of the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security.

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

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

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     Section 11.03. Issuer to Reserve Preference Shares; Instructions to Trustee. (a)The Issuer shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Preference Shares, for the purpose of effecting the conversion of Securities, the full number of Preference Shares then issuable upon the conversion of all Outstanding Securities.

     (b)The Issuer and Holdings shall irrevocably instruct the Trustee to deliver, or cause the delivery of, the requisite number of Ordinary Shares or ADSs to any Holder issued upon conversion of such Holder’s Securities in accordance with the terms of Section 11.02 and the exchange of such Holder’s resulting Preference Shares for Ordinary Shares or ADSs. Such exchange shall be effected in accordance with the provisions set forth in Article 9 of the Articles of Association.

     Section 11.04. Taxes on Conversions. No Holder will in any circumstances be required to pay any U.K. transfer taxes or duties in respect of the issue of, or delivery of certificates for, Preference Shares on conversion of such Holder’s Securities, the subsequent transfer of such Preference Shares to Holdings or the issue of Ordinary Shares or ADSs in exchange for such Preference Shares, and the Issuer covenants and agrees to hold each Holder harmless against any U.K. stamp duty or stamp duty reserve tax liability such Holder may be required to pay on conversion of such Holder’s Securities, the subsequent transfer of such Preference Shares to Holdings or the issue of Ordinary Shares or ADSs in exchange for such Preference Shares, provided, however, that the Issuer shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue of, or delivery of certificates for, Preference Shares, Ordinary Shares or ADSs in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the Person requesting such issue or delivery has paid to the Issuer the amount of any such tax or duty, or has established to the satisfaction of the Issuer that no such tax or duty is payable.

     Section 11.05. Covenant as to Preference Shares; Limitations on Issuance. (a) The Issuer agrees that all Preference Shares which may be allotted and issued upon conversion of Securities, upon such allotment and issue, will be newly allotted and issued shares and will have been duly authorized and validly issued and will be fully paid and nonassessable and, except as provided in Section 11.04, the Issuer will pay all liens and charges with respect to the issue thereof other than taxes (except as set forth in Section 11.04) .

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

     (i)DTC, Euroclear, Clearstream, the Depositary and Clearing Centre or any of their nominees or agents or any other person providing a

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clearance service within Section 96 of the Finance Act 1986 of the United Kingdom or any of their nominees or agents; or

     (ii)a person whose business includes issuing depositary receipts within Section 93 of the Finance Act 1986 of the United Kingdom, or any nominee or agent of such a person, in each case at any time before the “abolition day” as defined in Section 111(1) of the Finance Act 1990 of the United Kingdom.

     Section 11.06. Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee or its agent to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.11.

      Section 11.07. No Responsibility of Trustee for Conversion Provisions. Neither the Trustee, subject to the provisions of Section 6.01, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any Preference Shares which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6.01, nor any Conversion Agent shall be responsible for any failure of the Issuer to make or calculate any cash payment or to issue, transfer or deliver any Preference Shares or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 6.01, and any Conversion Agent shall not be responsible for any failure of the Issuer to comply with any of the covenants of the Issuer contained in this Article.

     Section 11.08. Deemed Conversion and Exchange Upon the Liquidation of Holdings. If, while any Securities are outstanding, an effective resolution is passed or an order of a court is made on or before the Stated Maturity of the Securities for the winding-up of Holdings, then (unless it is for the purpose of or in connection with a reconstruction, amalgamation, reorganization or similar arrangement on terms that have been previously approved by the Trustee or with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities) Holdings will forthwith give notice to the Holders that such a resolution has been passed or such an order has been made and that the Holder of an outstanding Security shall be entitled (without prejudice to any rights of the Trustee) at any time within three months after the date of such notice (but not thereafter) to elect by notice in writing to be treated as if such Holder had, immediately before the date of passing of such resolution or the making of such order, as the case may be, exercised such Holder’s right to convert such Holder’s Security and shall be entitled to receive, out of the assets which would otherwise be available in the liquidation to the shareholders of Holdings, an amount equal to the amount which such Holder would have received had such Holder been the holder of the Ordinary Shares which may have been issued on exchange of the Preference Shares issuable on conversion of such Holder’s Security, except that no such election shall be made in respect of any Security on or after the Record

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Date in respect of the principal due on the Security. Any such notice Holdings gives pursuant to this Section 11.08 shall state the applicable Exchange Ratio.

ARTICLE 12REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER
UPON A CHANGE IN CONTROL

     Section 12.01. Right to Require Redemption. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, on the date (the “Change of Control Redemption Date”) that is 44 days after the date of the Company Notice (as defined in Section 12.03) at 101% of the principal amount of the Securities to be redeemed, plus accrued interest to the Change of Control Redemption Date (the “Change of Control Redemption Price”); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.09. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article 4, unless a Change in Control shall have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights pursuant to this Section 12.01 and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at a special exchange ratio (the “Change of Control Exchange Ratio”) equal to 101% of the principal amount of the Security divided by the market price per Ordinary Share on the London Stock Exchange valued at 95% of the average of the Ordinary Share VWAP for each of the five Trading Days immediately following the date the Issuer gives notice pursuant to Section 12.03(c) of its intention to elect to convert the Securities in respect of which a Holder has exercised rights pursuant to this Section 12.01, or any portion thereof, into Preference Shares rather than redeem such Securities, or the relevant portion thereof, for cash. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date.

     Whenever in this Indenture (including Section 3.01, Section 5.01(1) and Section 5.01(8), and Exhibit A and Exhibit B) there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Change of Control Redemption Price payable in respect

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of such Security to the extent that such Change of Control Redemption Price is, was or would be so payable at such time, and express mention of the Change of Control Redemption Price in any provision of this Indenture shall not be construed as excluding the Change of Control Redemption Price in those provisions of this Indenture when such express mention is not made; provided, however, that for the purposes of Article 12 such reference shall be deemed to include reference to the Change of Control Redemption Price only to the extent the Change of Control Redemption Price is payable in cash.

     Section 12.02. Conditions to the Issuer’s Election to Convert Securities Elected for Redemption Into Preference Shares. (a) The Issuer may elect to convert the Securities in respect of which a Holder has exercised rights pursuant to Section 12.01 into Preference Shares exchangeable for Ordinary Shares or ADSs (as elected by the Holder) at the Change of Control Exchange Ratio if and only if the following conditions shall have been satisfied:

     (i)As to each Holder, the Change of Control Redemption Price shall be paid only in cash in the event any Ordinary Shares to be issued upon exchange of Preference Shares issued upon conversion hereunder (A) require registration under any U.S. federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon exchange and if such registration is not completed or does not become effective prior to the Change of Control Redemption Date; and/or (B) require registration with or approval of any governmental authority under any state law or any other U.S. federal law before such shares may be validly issued or delivered upon exchange of the Preference Shares and if such registration is not completed or does not become effective or such approval is not obtained prior to the Redemption Date; provided, however, that, except as otherwise prohibited by this Section 12.02, notwithstanding the foregoing, the Issuer may elect to convert Securities into Preference Shares exchangeable for Ordinary Shares (but not ADSs) if the applicable Holder has certified in the Holder’s written notice in the form of Exhibit E delivered pursuant to Section 12.03(b) that the Company Notice was not delivered to such Holder in the United States and, at the time of completion of the Holder’s written notice, such Holder was not in the United States.

     (ii)The Issuer may not elect to convert Securities into Preference Shares exchangeable for Ordinary Shares or ADSs pursuant to Section 12.01 unless (A) such Ordinary Shares or ADSs are, or shall have been, approved for listing on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national securities exchange or quotation system, in either case, prior to the Change of Control Redemption Date and following the Change in Control, the Ordinary Shares or ADSs will continue to be listed for trading on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national

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securities exchange or quotation system; and (B) at the Change of Control Redemption Date, the percentage of Holdings’ ordinary share capital represented by Ordinary Shares (including Ordinary Shares held in the form of ADSs) which are not (i) held by Holdings or any Subsidiary or Affiliate of Holdings or (ii) otherwise “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act is not less than 50%.

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

     If all of the conditions set forth in this Section 12.02(a) are not satisfied in accordance with the terms thereof, the Issuer may only redeem the relevant Securities for cash.

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

     Section 12.03. Notices; Method of Exercising Redemption Right, Etc. (a) Unless the Issuer shall have theretofore called for redemption all of the Outstanding Securities, on or before the 30th day after the occurrence of a Change in Control, the Issuer or, at the request and expense of Holdings on or before the 30th day after such occurrence, the Trustee, shall give to all Holders of Securities, in the manner provided in Section 1.06, notice (the “Company Notice”) of the occurrence of the Change in Control and of the redemption right set forth herein arising as a result thereof. Holdings shall also deliver a copy of such Company Notice to the Trustee.

      Each Company Notice shall state:

     (1)the Change of Control Redemption Date;

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

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

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

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

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

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

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

     If any of the foregoing provisions or other provisions of this Article 12 are inconsistent with applicable law, such law shall govern.

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

     (c)The Issuer shall give notice to the relevant Holder or Holders of its election to convert all or part of the Securities with respect to which such Holder or Holders has exercised a right to require redemption within two Business Days after the last date on which Holders may deliver notice to the Trustee pursuant to Section 12.03(b) of their election to require redemption. If less than all

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the Securities in respect of which Holders have exercised rights to require redemption are to be converted into Preference Shares, the particular Securities to be redeemed and the particular Securities to be converted shall be selected by the Trustee by such method as the Trustee may deem fair and appropriate.

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

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

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

     (g)Any issue of Ordinary Shares or ADSs in exchange for Preference Shares shall be effected immediately prior to the close of business on the Change of Control Redemption Date and the Person or Persons in whose name or names any certificate or certificates for Ordinary Shares or ADSs shall be issued upon such exchange shall be treated as if such Person or Persons were on the Change of Control Redemption Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for redemption on a date when the stock transfer books of the Issuer shall be closed shall result in the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued being treated as the record holder or holders thereof for all purposes

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at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Ordinary Shares issued upon exchange of any Preference Share declared prior to the Change of Control Redemption Date.

     (h)Responsibility for transfer taxes or duties imposed in connection with any conversion of Securities pursuant to Section 12.01 shall be in accordance with the provisions set forth in Section 11.04.

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

      Section 12.04. Certain Definitions. For purposes of this Article 12,

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

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

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

     (ii)an offer is made to all (or as nearly as may be practicable all) holders of Ordinary Shares or all (or as nearly as may be practicable all) such holders of Ordinary Shares other than the offeror and/or any Associate of the offeror, to acquire the whole or any part of Holdings’ issued ordinary share capital or if a scheme is proposed with regard to such acquisition, and Holdings becomes aware that the right to cast more than 50% of the votes which may ordinarily be cast at a general meeting of Holdings has or will become unconditionally vested in the offeror and/or its Associates; provided, however, that there shall be no Change of Control under this Section 12.04(b)(ii) if the holders of 50% or more of the total voting power of Holdings’ capital stock entitled to vote generally in elections of directors of Holdings prior to the offer or scheme have, directly or indirectly, 50% or more of the total voting power of all shares of capital stock or the offeror or acquiror entitled to vote generally in elections of directors of the offeror or acquiror following the consummation of the acquisition; or

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     (iii)any conveyance, transfer, sale, lease or similar disposition of all or substantially all of Holdings’ assets to another person; and

     (c)for purposes of Section 12.04(b)(i), the term “person” shall include any syndicate or group which would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act, as in effect on the date of the original execution of this Indenture.

ARTICLE 13REDEMPTION OF SECURITIES AT THE OPTION OF THE HOLDER ON CERTAIN DATES

     Section 13.01. Right to Require Redemption on Certain Dates. On each of August 21, 2004, August 21, 2006 and August 21, 2008, (each, a “Holder Option Redemption Date”) each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued interest to the applicable Optional Redemption Date (the “Holder Option Redemption Price”); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.09. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article 4, unless the applicable Optional Redemption Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights pursuant to this Section 13.01 and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at a special exchange ratio (the “Holder Option Exchange Ratio”) equal to 100% of the principal amount of the Security divided by the market price per Ordinary Share on the London Stock Exchange valued at 95% of the average of the Ordinary Share VWAP for each of the five Trading Days immediately following the date the Issuer gives notice pursuant to Section 13.03(c) of its intention to elect to convert the Securities in respect of which a Holder has exercised rights pursuant to this Section 13.01, or any portion thereof, into Preference Shares rather than redeem such Securities, or the relevant portion thereof, for cash. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date.

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     Section 13.02. Conditions to the Issuer’s Election to Convert Securities Elected for Redemption Into Preference Shares. (a) The Issuer may elect to convert the Securities in respect of which a Holder has exercised rights pursuant to Section 13.01 into Preference Shares exchangeable for Ordinary Shares or ADSs (as elected by the Holder) at the Holder Option Exchange Ratio if and only if the following conditions shall have been satisfied:

     (i)As to each Holder, the Holder Option Redemption Price shall be paid only in cash in the event any Ordinary Shares to be issued upon exchange of Preference Shares issued upon conversion hereunder (A) require registration under any U.S. federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon exchange and if such registration is not completed or does not become effective prior to the applicable Holder Option Redemption Date; and/or (B) require registration with or approval of any governmental authority under any state law or any other U.S. federal law before such shares may be validly issued or delivered upon exchange of the Preference Shares and if such registration is not completed or does not become effective or such approval is not obtained prior to the applicable Holder Option Redemption Date; provided, however, that, except as otherwise prohibited by this Section 13.02, notwithstanding the foregoing, the Issuer may elect to convert Securities into Preference Shares exchangeable for Ordinary Shares (but not ADSs) if the applicable Holder has certified in the Holder’s written notice in the form of Exhibit E delivered pursuant to Section 13.03(a) that at the time of completion of the Holder’s written notice, such Holder was not in the United States.

     (ii)The Issuer may not elect to convert Securities into Preference Shares exchangeable for Ordinary Shares or ADSs pursuant to Section 13.01 unless such Ordinary Shares or ADSs are, or shall have been, approved for listing on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national securities exchange or quotation system, in either case, prior to the applicable Holder Option Redemption Date and following such applicable Holder Option Redemption Date, the Ordinary Shares or ADSs will continue to be listed for trading on the London Stock Exchange or NASDAQ, respectively, or listed or quoted on a national securities exchange or quotation system.

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

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     If all of the conditions set forth in this Section 13.02(a) are not satisfied in accordance with the terms thereof, the Issuer may only redeem the relevant Securities for cash.

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

      Section 13.03. Notices; Method of Exercising Redemption Right, Etc. (a)To exercise a right to require redemption pursuant to Section 13.01, a Holder shall deliver to the Trustee not more than 30 nor less than 15 Business Days prior to the applicable Optional Redemption Date written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Securities to be redeemed (and, if any Security is to redeemed in part, the serial number thereof, the portion of the principal amount thereof to be redeemed and the name of the Person in which the portion thereof to remain Outstanding after such redemption is to be registered) and a statement that an election to exercise the right to require redemption pursuant to Section 13.01 is being made thereby, and, in the event that the Issuer elects in lieu of such redemption to convert the Securities, or a portion thereof, in respect of which rights to require redemption pursuant to Section 13.01 have been exercised into Preference Shares exchangeable into Ordinary Shares or ADSs at the Holder Option Exchange Ratio, the Holder’s election to receive either Ordinary Shares or ADSs and the name or names (with addresses) in which the certificate or certificates for Ordinary Shares shall be issued. Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the right to require redemption is being exercised shall continue until the close of business on the Business Day immediately preceding the applicable Optional Redemption Date.

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

     (c)The Issuer shall give notice to the relevant Holder or Holders of its election to convert all or part of the Securities with respect to which such Holder

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or Holders has exercised a right to require redemption on or before the tenth Business Day prior to the applicable Optional Redemption Date. If less than all the Securities in respect of which Holders have exercised rights to require redemption are to be converted into Preference Shares, the particular Securities to be redeemed and the particular Securities to be converted shall be selected by the Trustee by such method as the Trustee may deem fair and appropriate.

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

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

     (f)Any issue of Ordinary Shares or ADSs in exchange for Preference Shares pursuant to Section 13.01 shall be effected immediately prior to the close of business on the Optional Redemption Date and the Person or Persons in whose name or names any certificate or certificates for Ordinary Shares or ADSs shall be issued upon such exchange shall be treated as if such Person or Persons were on the Optional Redemption Date the holder or holders of record of the shares represented thereby; provided, however, that any surrender for redemption on a date when the stock transfer books of the Issuer shall be closed shall result in the Person or Persons in whose name or names the certificate or certificates for such shares are to be issued being treated as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open. No payment or adjustment shall be made for dividends or distributions on any Ordinary Shares issued upon exchange for any Preference Share declared prior to the Optional Redemption Date. If Ordinary Shares or ADSs are not issued to Holders by the 14th day after the applicable Optional Redemption Date, such Holder may elect for the Issuer to procure the payment to such Holder of cash in an amount equal to the Holder Option Redemption Price, together with accrued interest to the payment date.

     (g)Responsibility for transfer taxes or duties imposed in connection with any conversion of Securities pursuant to Section 13.01 shall be in accordance with the provisions set forth in Section 11.04.

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

ARTICLE 14HOLDERS LISTS AND REPORTS BY TRUSTEE,ISSUER,GROUP AND HOLDINGS;
NON-RECOURSE

     Section 14.01. Issuer to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Trustee:

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

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

     Section 14.02. Preservation of Information. (a)The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 14.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 14.01 upon receipt of a new list so furnished.

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

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

     Section 14.03. No Recourse Against Others. An incorporator or any past, present or future director, officer, employee or shareholder, as such, of the Issuer, Group or Holdings shall not have any liability for any obligations of the Issuer, Group or Holdings under the Securities or this Indenture or for any claim based

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

     Section 14.04. Reports By Trustee. (a)After this Indenture has been qualified under the Trust Indenture Act, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each July 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such July 15, which complies with the provisions of such Section 313(a).

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

     Section 14.05. Reports by Issuer, Group and Holdings. After this Indenture has been qualified under the Trust Indenture Act, the Issuer, Group and Holdings shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

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

ARTICLE 15THE GUARANTEES

     Section 15.01. The Group Guarantee. (a) Group hereby irrevocably and unconditionally guarantees to each Holder of the Securities and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any) , and interest, if any, on the Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the

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Holders, or otherwise, in accordance with the terms of such Securities and of this Indenture and (ii) all other obligations of Issuer hereunder, including without limitation Section 6.07 (other than, for the avoidance of doubt, the obligations of the Issuer relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In case of the failure of the Issuer punctually to make any such payment of principal of (or premium, if any) or interest on the Securities, Group hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption at the option of the Issuer or the Holders, or otherwise, and as if such payment were made by the Issuer.

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

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

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

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or desirable, in each case which does not adversely affect the interests of the Holders of the Securities.

     (c)Group hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of such Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of this Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Group hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Group Guarantee will not be discharged except by complete performance of all of the obligations of Group contained in this Indenture and the Securities and in the Group Guarantee. If the Trustee or the Holder of any Security is required by any court or otherwise to return (and does so return) to the Issuer, Group or Holdings, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Issuer, Group or Holdings, any amount paid to the Trustee or such Holder in respect of a Security, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Group further agrees, to the fullest extent that it lawfully may do so, that, as between Group, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 hereof for the purposes of this Group Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable Bankruptcy Law preventing such acceleration in respect of the obligations guaranteed hereby.

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

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

     Section 15.02. The Holdings Guarantee. (a) Holdings hereby irrevocably and unconditionally guarantees to each Holder of the Securities and to the Trustee

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for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any) , and interest, if any, on the Securities when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the Holders, or otherwise, in accordance with the terms of such Securities and of this Indenture and (ii) all other obligations of the Issuer hereunder, including without limitation Section 6.07 (other than, for the avoidance of doubt, its obligations relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In case of the failure of the Issuer punctually to make any such payment of principal of (or premium, if any) or interest on the Securities, Holdings hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption at the option of the Issuer or the Holders, or otherwise, and as if such payment were made by the Issuer.

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

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

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

     (iii)that, while any Security remains Outstanding, it will not consent to, and will procure that the Issuer will not make, any amendment to Article 9 of the Articles of Association which would vary, abrogate or modify the rights attaching to the Preference Shares save with (a) the consent of the Trustee or (b) (1) the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities by the Act of said Holders delivered to the Issuer, Group, Holdings and the Trustee; or (2) by the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting, provided, however, that the consent or affirmative vote of

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the Holder of each Outstanding Security adversely affected shall be required before any amendment is made to Article 9 of the Articles of Association which is adverse to the Holders of the Securities, and provided further that no consent of the Trustee nor consent or affirmative vote of any Holder of Securities shall be required in relation to any amendment which (i) does not adversely affect the interested Holder of Securities or (ii) is to cure any ambiguity, omission or defect or to correct or supplement any provision of Article 9 of the Articles of Association which may be inconsistent with any other provision of the Articles of Association or which is otherwise defective, or to make any other provisions with respect to matters arising under the Articles of Association as the Issuer, Group, Holdings and the Trustee may deem necessary or desirable, in each case which does not adversely affect the interests of the Holders of the Securities.

     (c)Holdings hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of such Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of this Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Holdings hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of all of the obligations of Holdings contained in this Indenture and the Securities and in the Holdings Guarantee. If the Trustee or the Holder of any Security is required by any court or otherwise to return (and does so return) to the Issuer, Group or Holdings, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Issuer, Group or Holdings, any amount paid to the Trustee or such Holder in respect of a Security, this Holdings Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Holdings further agrees, to the fullest extent that it lawfully may do so, that, as between Holdings, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 hereof for the purposes of this Holdings Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable Bankruptcy Law preventing such acceleration in respect of the obligations guaranteed hereby.

     (d)The Holdings Guarantee constitutes a direct, unconditional and unsecured obligation of Holdings and will rank at least equally with all other unsecured and unsubordinated obligations of Holdings (including unsecured and unsubordinated guarantees by Holdings of indebtedness of others), subject in the

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event of insolvency, to laws of general applicability relating to or affecting creditors’ rights.

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

     Section 15.03. Execution and Delivery of the Guarantees. To evidence the Guarantees provided in Section 15.01 and Section 15.02, each of Group and Holdings hereby agrees to execute its respective Guarantee, in a form established pursuant to Section 2.03, to be endorsed on each Security authenticated and delivered under this Indenture. Each such Guarantee shall be executed on behalf of the respective Guarantor by any one of its Officers under a facsimile of its corporate seal reproduced thereon and attested by its Company Secretary or one of its Assistant or Deputy Company Secretaries. The signature of any of these officers on each Guarantee may be manual or facsimile.

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

     The delivery of any Security, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees endorsed thereon on behalf of the Guarantors. Each Guarantor hereby agrees that its Guarantee set forth in Section 15.01 or Section 15.02, as the case may be, shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.

ARTICLE 16MEETINGS OF HOLDERS OF THE SECURITIES

     Section 16.01. Purposes of Meetings. A meeting of the Holders, in each case with respect to Securities held by such Holders, may be called at any time from time to time pursuant to this Article for any of the following purposes:

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

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

     (c)to consent to the execution of an indenture supplemental hereto pursuant to Section 8.02 hereof; or

     (d)to consent to the waiving of certain covenants under Section 9.08.

     Section 16.02. Place of Meetings. Meetings of Holders may be held at such place or places as the Trustee or, in case of its failure to act, the Issuer, Group, Holdings or the Holders calling the meeting, shall from time to time determine.

     Section 16.03. Call and Notice of Meetings. (a) The Trustee may at any time (upon not less than 21 days’ notice) call a meeting of Holders to be held at such time and at such place in the location determined by the Trustee pursuant to Section 16.02 hereof. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed to each Holder and published in the manner contemplated by Section 1.06 hereof.

     (b)In case at any time the Issuer, Group or Holdings pursuant to a Board Resolution, or the Holders of at least one-tenth in aggregate principal amount of the Securities then outstanding, shall have requested the Trustee to call a meeting of the Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first giving of the notice of such meeting within 20 days after receipt of such request, then the Issuer, Group, Holdings or the Holders of the amount above specified may determine the time (not less than 21 days after notice is given) and the place in the location determined by the Issuer, Group, Holdings or the Holders pursuant to Section 16.02 hereof for such meeting and may call such meeting to take any action authorized in Section 16.01 hereof by giving notice thereof as provided in Section 16.03(a) hereof.

     Section 16.04. Voting at Meetings. To be entitled to vote at any meeting of Holders, a Person shall be (i) a Holder or (ii) a Person appointed by an instrument in writing as proxy for a Holder or Holders by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons so entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Issuer and its counsel, any representatives of Group and its counsel and any representatives of Holdings and its counsel.

     Section 16.05. Voting Rights, Conduct and Adjournment. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders in regard to proof of the holding of Securities and of the appointment of proxies

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

     (b)At any meeting of Holders, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient under the appropriate provision of this Indenture to take action upon the business for the transaction of which such meeting was called, and in any event constituting not less than one-third of the aggregate principal amount of the Securities then outstanding, shall constitute a quorum. Any meetings of Holders duly called pursuant to Section 16.03 hereof may be adjourned from time to time by vote of the Holders (or proxies for the Holders) of a majority of the Securities represented at the meeting and entitled to vote, whether or not a quorum shall be present; and the meeting may be held as so adjourned without further notice. No action at a meeting of Holders shall be effective unless approved by Persons holding or representing Securities in the aggregate principal amount required by the provision of this Indenture pursuant to which such action is being taken.

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

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

*       *       *

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

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

SHIRE FINANCE LIMITED
By:
	Name:
	Title:
SHIRE PHARMACEUTICALS GROUP
	PLC
By:
	Name:
	Title:
SHIRE PLC
By:
	Name:
	Title:
THE BANK OF NEW YORK,
	Trustee
By:
	Name:
	Title:

EXHIBIT A-1

FORM OF RULE 144A GLOBAL SECURITY

[Insert Applicable Legend]

SHIRE FINANCE LIMITED

2% SENIOR GUARANTEED CONVERTIBLE NOTE
DUE AUGUST 21, 2011

No. [•] U.S.$[•]

CUSIP No. 82481UAA7

     Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (herein called the “Issuer”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co. or registered assigns the principal sum of [0] United States Dollars (U.S.$[•]) (which principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of all other Outstanding Securities, shall not exceed U.S.$400 million in the aggregate at any time) by adjustments endorsed by the Trustee as defined below) on August 21, 2011 and to pay interest thereon, from August 21, 2001, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears on February 21 and August 21 in each year (each, an “Interest Payment Date”), commencing February 21, 2002, at the rate of 2% per annum, until the principal hereof is due, and at the rate of 2% per annum on any overdue principal and premium, if any, and, to the extent permitted by law, on any overdue interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 6th day of February or the 6th day of August (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on the relevant Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Issuer, notice whereof shall be given to Holders of Definitive Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payments of principal

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

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

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

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

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

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

SHIRE FINANCE LIMITED
By:
	Name:
	Title:

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[FORM OF REVERSE OF SECURITY]

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

      No sinking fund is provided for the Securities.

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

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

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

     The Securities are subject to redemption at the option of the Issuer at any time on or after August 21, 2004, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the Holders prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer may only exercise this option during this period if the average of the closing bid and offer quotations per ordinary share published in the London Stock Exchange

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(“LSE”) Daily Official List for twenty of the thirty consecutive dealing days ending within 14 days of giving notice of the redemption is at least 130% of the exchange price in effect on that dealing day. The exchange price is equal to $1,000 divided by the then applicable Exchange Ratio.

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

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

     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if

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applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The issue by the Issuer to the Holder of the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security.

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

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

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amount of such security to remain Outstanding after such conversion is equal to U.S.$l,000 or any integral multiple of U.S.$l,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares

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shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date.

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

     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of the Trustee.

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

     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and

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offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof, premium, if any, or interest hereon on or after the respective due dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture.

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

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

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

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

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

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

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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

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

			Total Principal	Notation Made
Date of Decrease/	Decrease in	Increase in	Amount Following	by or on
Increase	Principal Amount	Principal Amount	such Decrease/Increase	Behalf of Trustee

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EXHIBIT A-2

FORM OF REGULATION S GLOBAL SECURITY

[Insert Applicable Legend]

SHIRE FINANCE LIMITED

2% SENIOR GUARANTEED CONVERTIBLE NOTE
DUE AUGUST 21, 2011

No. [•] U.S.$[•]

ISIN No. XS0133425552
Common Code No. 013342555

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

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such exchange, all as more fully provided in the Indenture. Payments of principal shall be made upon the surrender of this Security at the option of the Holder at the Corporate Trust Office of the Trustee, or at such other office or agency (in each case, located outside the United Kingdom) of the Issuer as may be designated by it for such purpose in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, or at such other offices or agencies (in each case, located outside the United Kingdom) as the Issuer may designate, by wire transfer to a Dollar account maintained by the payee with a bank. Payment of interest on this Security will be made by wire transfer to a Dollar account maintained by the payee with a bank.

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

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

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

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

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

SHIRE FINANCE LIMITED
By:
	Name:
	Title:

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[FORM OF REVERSE OF SECURITY]

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

      No sinking fund is provided for the Securities.

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

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

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

     The Securities are subject to redemption at the option of the Issuer at any time on or after August 21, 2004, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the Holders prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer may only exercise this option during this period if the average of the closing bid and offer quotations per ordinary share published in the London Stock Exchange

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(“LSE”) Daily Official List for twenty of the thirty consecutive dealing days ending within 14 days of giving notice of the redemption is at least 130% of the exchange price in effect on that dealing day. The exchange price is equal to $1,000 divided by the then applicable Exchange Ratio.

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

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

     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if

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applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The issue by the Issuer to the Holder of the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security.

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

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

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amount of such security to remain Outstanding after such conversion is equal to U.S.$1,000 or any integral multiple of U.S.$l,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$1,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares

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shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date.

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

     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of the Trustee.

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

     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and

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offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof, premium, if any, or interest hereon on or after the respective due dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture.

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

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

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

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

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

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

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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

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

			Total Principal	Notation Made
Date of Decrease/	Decrease in	Increase in	Amount Following	by or on
Increase	Principal Amount	Principal Amount	such Decrease/Increase	Behalf of Trustee

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EXHIBIT A-3

FORM OF UNRESTRICTED GLOBAL SECURITY

SHIRE FINANCE LIMITED

2% SENIOR GUARANTEED CONVERTIBLE NOTE
DUE AUGUST 21, 2011

No. [•]	U.S.$[•]
CUSIP No. [•]

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

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

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

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

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

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

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

SHIRE FINANCE LIMITED
By:
	Name:
	Title:

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[FORM OF REVERSE OF SECURITY]

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

      No sinking fund is provided for the Securities.

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

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

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

     The Securities are subject to redemption at the option of the Issuer at any time on or after August 21, 2004, in whole or in part, upon not less than 30 nor more than 60 days’ notice to the Holders prior to the Redemption Date, at a redemption price equal to 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest to the Redemption Date. The Issuer may only exercise this option during this period if the average of the closing bid and offer quotations per ordinary share published in the London Stock Exchange

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(“LSE”) Daily Official List for twenty of the thirty consecutive dealing days ending within 14 days of giving notice of the redemption is at least 130% of the exchange price in effect on that dealing day. The exchange price is equal to $1,000 divided by the then applicable Exchange Ratio.

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

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

     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if

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applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The issue by the Issuer to the Holder of the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security.

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

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

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amount of such security to remain Outstanding after such conversion is equal to U.S.$l,000 or any integral multiple of U.S.$l,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares

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shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date.

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

     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of the Trustee.

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

     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and

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offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof, premium, if any, or interest hereon on or after the respective due dates expressed herein or for the enforcement of the right to convert this Security as provided in the Indenture.

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

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

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

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

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

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

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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

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

			Total Principal	Notation Made
Date of Decrease/	Decrease in	Increase in	Amount Following	by or on
Increase	Principal Amount	Principal Amount	such Decrease/Increase	Behalf of Trustee

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EXHIBIT B

FORM OF DEFINITIVE SECURITY

[Insert Applicable Legend]

SHIRE FINANCE LIMITED

2% SENIOR GUARANTEED CONVERTIBLE NOTE
DUE AUGUST 21, 2011

No. [•]	U.S.$[•]
[ISIN No. [•]]
[CUSIP No. [•]]
[Common Code [•]]

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

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Kingdom) of the Issuer as may be designated by it for such purpose in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, or at such other offices or agencies (in each case, located outside the United Kingdom) as the Issuer may designate, by Dollar check drawn on, or wire transfer to, a Dollar account (such a wire transfer to be made only to a Holder of an aggregate principal amount of Definitive Securities in excess of U.S.$2,000,000, and only if such Holder shall have furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date) maintained by the payee with a bank. Payment of interest on this Security may be made by Dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or, upon written application by the Holder to the Security Registrar setting forth wire instructions not later than the relevant Record Date, by wire transfer to a Dollar account (such a wire transfer to be made only to a Holder of an aggregate principal amount of Definitive Securities in excess of U.S.$2,000,000 and only if such Holder shall have furnished wire instructions in writing to the Trustee no later than 15 days prior to the relevant payment date) maintained by the payee with a bank.

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

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

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

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

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

SHIRE FINANCE LIMITED
By:
	Name:
	Title:

Attest:

Name:

Title:

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[FORM OF REVERSE OF SECURITY]

     This Security is one of a duly authorized issue of securities of the Issuer designated as its “2% Senior Guaranteed Convertible Notes due August 21, 2011” (herein called the “Securities”), limited in aggregate principal amount to U.S.$400 million, issued and to be issued under an Indenture, dated as of August 21, 2001 (herein called the “Indenture”), among the Issuer, Shire Pharmaceuticals Group plc, as guarantor (“Group”), Shire plc, as guarantor (“Holdings”) and Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture and subject to certain limitations therein set forth, Definitive Securities are exchangeable for a like aggregate principal amount of Definitive Securities of any authorized denominations as requested by the Holder surrendering the Definitive Security or Definitive Securities to be exchanged, at the Corporate Trust Office of the Trustee. The Trustee upon such surrender by the Holder will issue the new Definitive Securities in the requested denominations.

      No sinking fund is provided for the Securities.

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

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

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

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

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

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

     In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security, duly endorsed or assigned to the Issuer or in blank, at any office or agency of the Issuer maintained for that purpose pursuant to Section 9.02 of the Indenture, accompanied by a duly signed conversion notice substantially in the form set forth in Exhibit D of the Indenture stating that the Holder elects to convert such Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. Each Security surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of any Security or portion thereof which has been called for redemption on a Redemption Date, or is to be redeemed on a Change of Control Redemption Date or Holder Option Redemption Date, with the

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consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security (or part thereof, as the case may be) being surrendered for conversion. The interest so payable on such Interest Payment Date with respect to any Security (or portion thereof, if applicable) which is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date and which Security has been called for redemption on a Redemption Date, or is redeemable on a Change of Control Redemption Date or a Holder Option Redemption Date, with the consequence that the conversion right of such Security would terminate between such Regular Record Date and the close of business on such Interest Payment Date, shall be paid to the Holder of such Security being converted in an amount equal to the interest that would have been payable on such Security if such Security had been converted as of the close of business on such Interest Payment Date. The interest so payable on such Interest Payment Date in respect of any Security (or portion thereof, as the case may be) which has not been called for redemption on a Redemption Date, or is not eligible for redemption on a Change of Control Redemption Date or Holder Option Redemption Date, with the consequence of termination of the conversion right as aforesaid, which Security (or portion thereof, as the case may be) is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date, shall be paid to the Holder of such Security as of such Regular Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Holder of such Security as of the next preceding Regular Record Date, notwithstanding the exercise of the right of conversion. Except as provided in this paragraph and subject to the last paragraph of Section 3.09 of the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Security (or part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the Preference Shares issued upon conversion. The issue by the Issuer to the Holder of the number of Preference Shares into which a Security is convertible will be deemed to satisfy the Issuer’s obligation to pay the principal amount of the Security.

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

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

     In the event that a Change in Control shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$1,000, on the Change of Control Redemption Date at the Change of Control Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four of the Indenture, unless a Change in Control shall have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Change of Control Exchange Ratio.

     On each Optional Redemption Date each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 13.02 of the Indenture, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, at the Holder Option Redemption Price; provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the applicable Optional Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to the terms hereof and the provisions of Section 3.09 of the Indenture. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article Four

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of the Indenture, unless the applicable Optional Redemption Date shall have occurred prior to such discharge.

     At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 13.02 of the Indenture. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at the Holder Option Exchange Ratio. Each such price will be converted into Dollars at the U.S.$/U.K. (pound) noon buying rate prevailing on such date.

     In the event of a redemption, cancellation or conversion of this Security in part only, a new Definitive Security or Definitive Securities for the unredeemed, non-cancelled or unconverted portion hereof will be issued in the name of the Holder hereof.

     If an Event of Default (other than that specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture) shall occur and be continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5.01(6), Section 5.01(7), Section 5.01(8) or Section 5.01(9) of the Indenture occurs, the principal of, and accrued interest on, all of the Securities shall ipso facto become immediately due and payable without any declaration or other Act of the Holder or any act on the part of the Trustee.

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

     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to

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

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

     As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Definitive Securities is registrable on the Security Register upon surrender of a Definitive Security for registration of transfer at the Corporate Trust Office of the Trustee or at such other office or agency (in each case, located outside the United Kingdom) of Holdings as may be designated by it for such purpose in the State of New York, City of New York, or at such other offices or agencies (in each case, located outside the United Kingdom) as Holdings may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Holdings and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing, and thereupon one or more new Definitive Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees by the Security Registrar. No service charge shall be made for any such registration of transfer or exchange, but Holdings may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith.

     Prior to due presentation of a Definitive Security for registration of transfer, the Issuer, Group, Holdings, the Trustee and any agent of the Issuer, Group, Holdings or the Trustee may treat the Person in whose name such Definitive Security is registered as the owner thereof for all purposes, whether or not such Security be overdue, and none of the Issuer, Group, Holdings, the Trustee nor any such agent shall be affected by notice to the contrary.

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

B-9

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

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

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

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

B-10

EXHIBIT C

Form of Certificate of Authentication.

     The Trustee’s certificates of authentication shall be in substantially the following form:

Dated:     [Date of Authentication]

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

	as Trustee
By:
	Authorized Signatory

C-1

EXHIBIT D

Form of Conversion and Exchange Notice

CONVERSION AND EXCHANGE NOTICE

     The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of U.S. $1,000) below designated, into Preference Shares in accordance with the terms of the Indenture referred to in this Security, and directs that such Preference Shares, any Ordinary Shares or ADSs which may be issued upon exchange of such Preference Shares and any Definitive Securities representing any unconverted principal amount hereof, be issued to and be registered in the name of the undersigned unless a different name has been indicated below. The undersigned Holder of this Security hereby irrevocably appoints the Issuer or any of its agents to execute (outside the United Kingdom) on behalf of such Holder any document necessary to effect the exchange of any Preference Shares issued to such Holder on conversion of this Security. Any Definitive Security representing any unconverted principal amount hereof will be delivered to the name of the undersigned unless a different name has been indicated below. If Preference Shares, Ordinary Shares, ADSs or Securities are to be issued to or registered in the name of a Person other than the undersigned, the undersigned will pay all taxes or duties payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Indenture.

Dated: ________________________
	Signature
	[Signature Guaranteed]

D-1

If Definitive Securities, Preference Shares or Ordinary Shares or ADSs issued in exchange for Preference Shares are to be registered in or delivered to the name of a Person other than the Holder, please print such Person’s name and address (note that all such securities must be delivered to or registered in the name of only one Person:

Name

Address

Social Security or other Taxpayer Identification Number, if any

If only a portion of the Securities is to be converted, please indicate:

1. Principal amount to be converted:

U.S.$__________
(any integral multiple of U.S.$1,000)

2. Principal amount and denomination of Securities representing unconverted principal amount to be issued:

Amount: U.S.$__________

Denominations:
U.S.$__________
(any integral multiple of U.S.$1,000)

Indicate account details where any cash payments shall be made:

Please indicate whether Ordinary Shares or ADSs to be received upon exchange of Preference Shares if the Issuer does not exercise its option to procure the delivery of cash:

/ /	Ordinary Shares
/ /	ADSs

D-2

EXHIBIT E

Form of Notice of Redemption at the Option of the Holder

ELECTION OF HOLDER TO REQUIRE REDEMPTION

     1. Pursuant to [Section 12.01] [Section 13.01] of the Indenture, the undersigned hereby elects to have this Security redeemed by the Issuer.

     2. The undersigned hereby directs the Trustee or the Issuer to pay it or __________________ an amount in cash or, at the Issuer’s election, that the Issuer procures the issue of Ordinary Shares (or ADSs, at the undersigned’s election) to ___________________ in exchange for the Preference Shares into which the Securities may at the Issuer’s option, be converted, valued as set forth in the Indenture, equal to [101%] [100%] of the principal amount to be redeemed/converted (as set forth below), plus interest accrued to the [Change of Control Redemption Date ] [Holder Option Redemption Date], as provided in the Indenture. If Preference Shares, Ordinary Shares, ADSs or Securities are to be issued to or registered in the name of a Person other than the undersigned, the undersigned will pay all taxes or duties payable with respect thereto.

     3. The undersigned hereby irrevocably appoints the Issuer or any of its agents to execute (outside the United Kingdom) on its behalf any document necessary to effect the exchange of any Preference Shares issued on conversion of this Security in lieu of redemption.

[Check if applicable]:     / / The undersigned hereby certifies that [include if  notice is delivered pursuant to Section 12.01: the  Company Notice was not delivered to the  undersigned in the United States and] as of the date  of this notice, the undersigned is not in the United  States, as defined in Regulation S under the U.S. Securities Act of 1933.

Dated:
	Signature
	Signature Guaranteed

Principal amount to be redeemed

(must be equal to U.S. $5,000 or any

greater integral multiple of U.S.$1,000):

E-1

Remaining principal amount following such redemption:

Please indicate whether Ordinary Shares or ADSs to be received in lieu of redemption, if the Issuer elects to convert the Securities into Preference Shares:

/ /	Ordinary Shares
/ /	ADSs

NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

E-2

EXHIBIT F

Form of Guarantee

GUARANTEE

     For value received, SHIRE PHARMACEUTICALS GROUP PLC, a public limited company organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed, and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any, on) and interest, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the Holder, or otherwise, in accordance with the terms of said Security and of the Indenture and (ii) all other obligations of the Issuer hereunder, including without limitation Section 6.07 (other than, for the avoidance of doubt, the obligations of the Issuer relating to the exchange of Preference Shares for Ordinary Shares or ADSs). In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

     The Guarantor hereby agrees that it shall make all payments in respect of principal of (and premium, if any, on) and interest (including interest on amounts in default), if any, on the Securities or the payment of any other sums due on the Securities pursuant to this Guarantee without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied upon or as a result of such payments by or on behalf of any taxing authority, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required by law.

     The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of said Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of said Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of the Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer,

F-1

protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of its obligations contained in the Indenture, said Security and this Guarantee.

     The Holder of the Security on which this Guarantee is endorsed is entitled to the further benefits relating thereto set forth in the Security and the Indenture. No reference herein to the Indenture and no provision of this Guarantee, said Security or the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on the Security upon which this Guarantee is endorsed.

     The Indenture, the Securities and this Guarantee are governed by and will be construed in accordance with the laws of the State of New York, without regard to the applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET FORTH IN SAID SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     Terms used in this Guarantee and not defined herein shall have the meaning assigned to them in the Indenture.

     This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the within Security has been executed by the Trustee, directly or through an Authenticating Agent, by manual or facsimile signature of an authorized signatory.

F-2

     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.

Dated:

SHIRE PHARMACEUTICALS GROUP PLC
By:
	Name:
	Title:

F-3

EXHIBIT G

Form of Guarantee

GUARANTEE

     For value received, SHIRE PLC, a public limited company organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed, and to the Trustee for itself and on behalf of each such Holder, the due and punctual payment of (i) the principal of (and premium, if any, on) and interest, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption at the option of the Issuer or the Holder, or otherwise, in accordance with the terms of said Security and of the Indenture and (ii) all other obligations of the Issuer hereunder, including without limitation Section 6.07 (other than, for the avoidance of doubt, the obligations of the Issuer relating to the exchange of Preference Shares for Ordinary Shares or ADSs) . In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

     The Guarantor hereby agrees that it shall make all payments in respect of principal of (and premium, if any, on) and interest (including interest on amounts in default), if any, on the Securities or the payment of any other sums due on the Securities pursuant to this Guarantee without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied upon or as a result of such payments by or on behalf of any taxing authority, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required by law.

     The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of said Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of said Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of the Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to said Security or the indebtedness evidenced

G-1

thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of its obligations contained in the Indenture, said Security and this Guarantee.

     The Holder of the Security on which this Guarantee is endorsed is entitled to the further benefits relating thereto set forth in the Security and the Indenture. No reference herein to the Indenture and no provision of this Guarantee, said Security or the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on the Security upon which this Guarantee is endorsed.

     The Indenture, the Securities and this Guarantee are governed by and will be construed in accordance with the laws of the State of New York, without regard to the applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET FORTH IN SAID SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     Terms used in this Guarantee and not defined herein shall have the meaning assigned to them in the Indenture.

     This Guarantee shall not be valid or obligatory for any purpose until: (i) the certificate of authentication on the within Security has been executed by the Trustee, directly or through an Authenticating Agent, by manual or facsimile signature of an authorized signatory; and (ii) the Amended and Restated Indenture, dated as of September 23, 2005, among the Issuer, Shire Pharmaceuticals Group plc, as guarantor, the Guarantor and the Trustee, is effective in accordance with its terms.

G-2

     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.

Dated:

SHIRE PLC
By:
	Name:
	Title:

G-3

EXHIBIT H

Form of Certificate To Be Delivered in Connection
with Transfers Pursuant to Regulation S

The Bank of New York

101 Barclay Street

Floor 21 West

New York, New York 10286

Attention: Corporate Trust Administration

Re:	Shire Finance Limited (the “Issuer”)
	2.0% Guaranteed Convertible Senior Notes due 2011 (the “Securities”)

Ladies and Gentlemen:

     In connection with our proposed sale of $____________ principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933 and, accordingly, we represent that:

      (1) the offer of the Securities was not made to a person in the United States;

      (2) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States;

      (3) no directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

      (4) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933.

     You, the Issuer, Group and Holdings are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate but not defined herein have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]
By:
	(authorized signatory)

H-1

EX-4.8

Exhibit 4.8

EXECUTION COPY

AMENDED AND RESTATED

PREFERENCE SHARES GUARANTEE AGREEMENT

SHIRE FINANCE LIMITED

SHIRE PHARMACEUTICALS GROUP PLC

GUARANTOR

SHIRE PLC

GUARANTOR

THE BANK OF NEW YORK

GUARANTEE TRUSTEE

Dated as of September 23, 2005

CROSS-REFERENCE TABLE1
Section of Trust Indenture Act of 1939, as amended	Section of Guarantee
310(a)	4.01(a)
310(b)	2.09, 4.01(c)
310(c)	Inapplicable
311(a)	2.02(b)
311(b)	2.02(b)
311(c)	Inapplicable
312(a)	2.02(a)
312(b)	2.02(b)
313	2.03
314(a)	2.04
314(b)	Inapplicable
314(c)	2.05
314(d)	Inapplicable
314(f)	Inapplicable
315(a)	3.01(c), 3.01(d)
315(b)	2.07
315(c)	3.01(c)
315(d)	3.01(d)
316(a)	2.08
1 This Cross-Reference Table does not constitute part of the Guarantee and shall not affect the interpretation of any of its terms or provisions.

TABLE OF CONTENTS

PAGE

	ARTICLE 1
	DEFINITIONS AND INTERPRETATION
Section 1.01.	Definitions and Interpretation	2
	ARTICLE 2
	TRUST INDENTURE ACT
Section 2.01.	Trust Indenture Act; Application	6
Section 2.02.	Lists of Holders of Securities	6
Section 2.03.	Reports by the Guarantee Trustee	6
Section 2.04.	Periodic Reports to Guarantee Trustee	6
Section 2.05.	Evidence of Compliance with Conditions Precedent	7
Section 2.06.	Events of Default; Waiver	7
Section 2.07.	Event of Default; Notice	7
Section 2.08.	Rights of Holders	8
Section 2.09.	Conflicting Interests	8
	ARTICLE 3
	POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
Section 3.01.	Powers, Duties and Rights of Guarantee Trustee	8
Section 3.02.	Certain Rights of Guarantee Trustee	10
Section 3.03.	Not Responsible for Recitals or Issuance of Guarantee	12
	ARTICLE 4
	GUARANTEE TRUSTEE
Section 4.01.	Guarantee Trustee; Eligibility	12
Section 4.02.	Appointment, Removal and Resignation of Guarantee Trustee	13
	ARTICLE 5
	GUARANTEE
Section 5.01.	Guarantee	14
Section 5.02.	Holdings Guarantee	15
Section 5.03.	Waiver of Notice and Demand	15
Section 5.04.	Obligations Not Affected	15
Section 5.05.	Action Against Guarantor and Holdings	17
Section 5.06.	Independent Obligations	17

i

		PAGE
Section 5.07.	Subrogation	17
Section 5.08.	Effective Date	17
	ARTICLE 6
	RANKING
Section 6.01.	Ranking	17
	ARTICLE 7
	REPRESENTATIONS AND WARRANTIES; AGREEMENTS OF THE GUARANTOR AND HOLDINGS

Section 7.01.	Representations and Warranties; Agreements of the Guarantor and Holdings	17
Section 7.02.	Agreements of the Guarantor	18
Section 7.03.	Agreements of Holdings	19
	ARTICLE 8
	TERMINATION
Section 8.01.	Termination	22
	ARTICLE 9
	INDEMNIFICATION
Section 9.01.	Exculpation	23
Section 9.02.	Indemnification	23
	ARTICLE 10
	MISCELLANEOUS
Section 10.01.	Successors and Assigns	24
Section 10.02.	Amendments	24
Section 10.03.	Judgment Currency Indemnity	24
Section 10.04.	Assignment of the Guarantor and Holdings	25
Section 10.05.	Notices	25
Section 10.06.	Governing Law	26
Section 10.07.	Jurisdiction and Service of Process	26

ii

     AMENDED AND RESTATED PREFERENCE SHARES GUARANTEE AGREEMENT, dated as of September 23, 2005, among Shire Pharmaceuticals Group plc, a public limited company organized under the laws of England and Wales, as guarantor (“Group” or the “Guarantor”), Shire plc, a public limited company organized under the laws of England and Wales, as guarantor (“Holdings”), and The Bank of New York, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of any Holders (as defined herein) from time to time of the Preference Shares (as defined herein) of Shire Finance Limited, an exempted limited company duly organized and existing under the laws of the Cayman Islands (the “Issuer”).

     WHEREAS, pursuant to an Indenture dated as of August 21, 2001 among the Issuer, Group and The Bank of New York, as trustee, as amended from time to time (the “Indenture”), the Issuer issued 2.00% Guaranteed Convertible Senior Notes Due 2011 (the “Securities”) convertible into Exchangeable Redeemable Preference Shares with a nominal value of $1 each (the “Preference Shares”) in the capital of the Issuer;

     WHEREAS, Group and the Guarantee Trustee are parties to that certain Guarantee dated as of August 21, 2001 (such Guarantee, the “Original Guarantee”, and as amended and restated herein, the “Guarantee”), pursuant to which, as incentive for the initial purchasers to purchase the Securities, the Guarantor irrevocably and unconditionally agreed, to the extent set forth therein, to pay to any subsequent Holders from time to time of the Preference Shares the Guarantee Payments (as defined herein), to make certain other payments and to give certain covenants, on the terms and conditions set forth herein;

     WHEREAS, Group proposes to complete a Scheme of Arrangement under the United Kingdom Companies Act 1985 of in November 2005 (the “Scheme of Arrangement”) pursuant to which Group will become a wholly-owned subsidiary of Holdings, with the holders of Group’s ordinary shares becoming holders of Ordinary Shares;

     WHEREAS, the Issuer, the Guarantor and Holdings desire to amend and restate the Indenture to provide, among other things, that each Preference Share shall, from and after the effective date of the Scheme of Arrangement, be exchangeable for a number of Ordinary Shares equal to the number of ordinary shares of Group that would have been issuable upon exchange of such Preference Share immediately prior to the effective date of the Scheme of Arrangement (the “Indenture Amendments”);

     WHEREAS, this restatement amends and restates the Original Guarantee to add Holdings as a guarantor and obligor, to the extent set forth herein, in order to give effect to the succession by Holdings of the Guarantor’s role as the publicly listed parent company of the corporate group;

     WHEREAS, the Guarantor and Holdings desire this restatement to be effective upon the effectiveness the Indenture Amendments; and

     WHEREAS, in consideration of the covenants and agreements of Holdings made herein and other good and valuable consideration, receipt of which is hereby acknowledged, each of Group, Holdings and the Guarantee Trustee desires to enter into this Guarantee.

     NOW, THEREFORE, in consideration of the purchase by the initial purchasers and any subsequent holder from time to time of Securities, which purchase the Guarantor and Holdings hereby agree shall benefit the Guarantor and Holdings, the Guarantor and Holdings execute and deliver this restated Guarantee, with effect upon the effective date of the Indenture Amendments, for the benefit of any and all Holders and subsequent Holders from time to time of the Preference Shares.

     Upon the execution and delivery of counterpart signature pages hereto by the Group, Holdings and the Guarantee Trustee, and upon the effective date of the Indenture Amendments, the Original Guarantee will be automatically amended and restated in its entirety to read as provided herein.

ARTICLE 1
DEFINITIONS AND INTERPRETATION

     Section 1.01. Definitions and Interpretation. In this Guarantee, unless the context otherwise requires:

     (a) capitalized terms used in this Guarantee but not defined in the preamble above have the respective meanings assigned to them in this Section 1.01;

     (b) Capitalized terms used in this Guarantee but not defined in the preamble above or in this Section 1.01 have the respective meanings assigned to them in the Indenture;

     (c) a term defined anywhere in this Guarantee has the same meaning throughout;

     (d) all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified, supplemented or amended from time to time;

     (e) all references in this Guarantee to Articles and Sections are to Articles and Sections of this Guarantee, unless otherwise specified; and

     (f) a reference to the singular includes the plural and vice versa.

2

     “ADR Depositary” means any depositary for the deposit of Ordinary Shares against the issuance of ADRs evidencing ADSs representing such Ordinary Shares.

     “ADRs” has the meaning set forth in Section 7.02(d) .

     “ADSs” means American depositary shares, each initially representing three Ordinary Shares.

     “Affiliate” means, with respect to any specified person, any other person that directly or indirectly controls or is controlled by, or is under common control with, such specified person.

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

     “Authorized Officer” of a Person means any Person that is authorized to bind such Person.

     “Business Day” has the meaning set forth for such terms in the Indenture.

     “Conversion and Exchange Rights” means the right of each holder of Securities to convert Securities into Preference Shares which shall be exchanged, pursuant and subject to the Indenture, the terms of the Securities, the Articles of the Issuer and this Guarantee, into Ordinary Shares or, at the option of the Holder, ADSs, at any time up to and including August 14, 2011.

     “Corporate Trust Office” means the principal trust office of the Guarantee Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 21 West, New York, NY 10286, Attention: Corporate Trust Administration.

     “Covered Person” means any Holder or beneficial owner of Preference Shares.

     “Dividend Payment Date” has the meaning specified for such term in the Articles.

     “Dividend Period” has the meaning specified for such term in the Articles.

     “Dividend Rate” means a fixed rate per annum of 2,000% of the nominal value of each Preference Share.

     “Dividends” means cash income dividends and other distributions with respect to the Preference Shares.

3

     “Event of Default” means a default by the Guarantor or Holdings on any of its payment or other obligations under this Guarantee.

     “Group” has the meaning set forth in the first paragraph of this Guarantee.

     “Guarantee Payments” has the meaning set forth in Section 5.01.

     “Guarantee Trustee” means The Bank of New York, a New York banking corporation, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee by executing a counterpart hereof and becoming a party hereto and thereafter means each such Successor Guarantee Trustee.

     “Guarantor” has the meaning set forth in the first paragraph of this Guarantee.

     “Holder” means a Person in whose name a Preference Share is registered on the books and records of the Issuer; provided that solely for the purposes of determining whether the Holders of the requisite liquidation preference of Preference Share have given any request, notice, consent or waiver with respect to any matter provided for in this Agreement, “Holder” shall not include the Guarantor or Holdings or any Affiliate of the Guarantor or Holdings.

     “Holdings” has the meaning set forth in the first paragraph of this Guarantee.

     “Indemnified Person” means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officer, director, shareholder, member, partner, employee, representative, nominee, custodian or agent of the Guarantee Trustee.

     “Indenture” has the meaning set forth in the first recital to this Guarantee.

     “Indenture Amendments” has the meaning set forth in the fourth recital to this Guarantee.

     “Investment Company Act” means the U.S. Investment Company Act of 1940, as amended from time to time, or any successor legislation.

     “Issuer” has the meaning set forth in the first paragraph of this Guarantee.

     “Majority” means, except as provided by the Trust Indenture Act, a vote by Holder(s) of Preference Shares, voting separately as a class, of more than 50% of the liquidation preference of all Preference Shares.

     “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Authorized Officers of such Person.

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     “Ordinary Shares” means the ordinary shares, nominal value U.K. 350 pence per share (including as the same may be reduced to nominal value U.K. 5 pence per share pursuant to the Scheme of Arrangement), of Holdings at the effective date of this instrument. Shares issuable on conversion of Preference Shares shall include only Ordinary Shares or shares of any class or classes of ordinary shares resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Preference Shares shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

     “Original Guarantee” has the meaning set forth in the second recital to this Guarantee.

     “Preference Shares” has the meaning set forth in the first recital to this Guarantee.

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

     “Redemption Price” has the meaning set forth in Section 5.01(a)(ii) .

     “Register” has the meaning set forth in Section 2.02.

     “Responsible Officer” means, with respect to the Guarantee Trustee, any officer within the Corporate Trust Office of the Guarantee Trustee, including any vice president, any assistant vice president, any secretary, any assistant secretary, the treasurer, any assistant treasurer or other officer of the Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

     “Scheme of Arrangement” has the meaning set forth in the third recital to this Guarantee.

     “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor legislation.

     “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.01.

     “Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended from time to time, or any successor legislation.

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ARTICLE 2
TRUST INDENTURE ACT

     Section 2.01. Trust Indenture Act; Application. (a) This Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee and shall, to the extent applicable, be governed by such provisions. A term defined in the Trust Indenture Act has the same meaning when used in this Guarantee, unless otherwise defined in this Guarantee or unless the context otherwise requires.

     (b) If and to the extent that any provision of this Guarantee limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

     Section 2.02. Lists of Holders of Securities. (a) The Guarantee Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Preference Shares (the “Register”) and shall at all times keep the Register outside the United Kingdom. If the Guarantee Trustee is not the keeper of the Register, Holdings shall furnish to the Guarantee Trustee (i) within 14 days after each record date for payment of Dividends and (ii) at any other time within 30 days of receipt by Holdings of a written request, a list, in such form and as of such date as the Guarantee Trustee may reasonably require, containing all the information in the possession or control of the keeper of the Register, the Guarantor or Holdings any of their respective paying agents other than the Guarantee Trustee as to the names and addresses of Holders of Preference Shares.

     (b) The Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

     Section 2.03. Reports by the Guarantee Trustee. Within 60 days after May 15 of each year, the Guarantee Trustee shall provide to the Holders of the Preference Shares such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

     Section 2.04. Periodic Reports to Guarantee Trustee. The Guarantor and Holdings shall provide to the Guarantee Trustee such documents, reports and information as required by Section 314 (if any) and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Guarantee Trustee is for informational purposes only and the Guarantee Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s or Holdings’ compliance

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with any of its covenants hereunder (as to which the Guarantee Trustee is entitled to rely exclusively on Officers’ Certificates).

     Section 2.05. Evidence of Compliance with Conditions Precedent. The Guarantor and Holdings shall provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Guarantee that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate and shall include:

     (a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definition relating thereto;

     (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

     (c) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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

     Section 2.06. Events of Default; Waiver. The Holders of a Majority of the Preference Shares may, by vote, on behalf of the Holders of all of the Preference Shares, waive any past Event of Default and its consequences except an Event of Default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Holder of Preference Shares. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

     Section 2.07. Event of Default; Notice. (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders of the Preference Shares, notices of all Events of Default actually known to a Responsible Officer of the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or a Responsible Officer of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Preference Shares.

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     (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer of the Guarantee Trustee shall have received written notice, or a Responsible Officer of the Guarantee Trustee charged with the administration of the Guarantee shall have obtained actual knowledge, of such Event of Default.

     Section 2.08. Rights of Holders. (a) The Holders of a Majority of the Preference Shares have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee.

     (b) If the Guarantee Trustee fails to enforce its rights under the Guarantee after a Holder of Preference Shares has made a written request, such Holder of Preference Shares may institute a legal proceeding directly against the Guarantor and Holdings to enforce the Guarantee Trustee’s rights under Article 5 or Article 7 of this Guarantee, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other person or entity. Notwithstanding the foregoing, if the Guarantor and Holdings have failed to make a Guarantee Payment, a Holder of Preference Shares may directly institute a proceeding in such Holder’s own name against the Guarantor and Holdings for enforcement of Article 5 of this Guarantee for such payment.

     (c) For so long as any Preference Shares remain outstanding, a Holder of Preference Shares may exercise directly any right or power of a Holder of Preference Shares under this Section 2.08.

     (d) The guarantee herein is a guarantee of payment under the Preference Shares. As a result, in no event shall the rights to take remedial action under this Guarantee result in any Holder of Preference Shares receiving any amount in excess of the amounts due to such Holder in accordance with the terms of the Articles and the Preference Shares, or receiving any amount due and payable to such Holder as a Holder of Preference Shares sooner than the time at which such Holder is entitled to receive such amounts in accordance with the terms of the Indenture, the Securities, the Articles and the Preference Shares.

     Section 2.09. Conflicting Interests. The Articles shall be deemed to be specifically described in this Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE 3
POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

     Section 3.01. Powers, Duties and Rights of Guarantee Trustee. (a) This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders of the Preference Shares, and the Guarantee Trustee shall not transfer this Guarantee

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to any Person except a Holder of Preference Shares exercising his or her rights pursuant to Section 2.08(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit of the Holders of the Preference Shares.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee, and no implied covenants shall be read into this Guarantee against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.06 and is actually known to a Responsible Officer of the Guarantee Trustee), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

     (i) Prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

     (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee, and no implied covenants or obligations shall be read into this Guarantee against the Guarantee Trustee; and

     (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished

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to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein);

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

     (iii) The Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority of the Preference Shares relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee; and

     (iv) No provision of this Guarantee shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability, or indemnity, satisfactory to the Guarantee Trustee, against such expense, risk or liability, is not assured to it under the terms of this Guarantee.

     Section 3.02. Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.01:

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

     (ii) Any direction or act of the Guarantor or Holdings contemplated by this Guarantee shall be sufficiently evidenced by an Officers’ Certificate.

     (iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely

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upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor and/or Holdings severally.

     (iv) The Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof).

     (v) The Guarantee Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to Holdings or any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee from any court of competent jurisdiction.

     (vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, satisfactory to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided, however, that nothing contained in this Section 3.02(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee.

     (vii) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit but shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

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

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     (ix) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders of the Preference Shares, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee or its agent taking such action.

     (x) Whenever in the administration of this Guarantee the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (i) may request written instructions from the Holders of a Majority of the Preference Shares, (ii) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (iii) shall be protected in conclusively relying on or acting in accordance with such written instructions.

     (xi) The Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Guarantee.

     (b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.

     Section 3.03. Not Responsible for Recitals or Issuance of Guarantee. The recitals contained in this Guarantee shall be taken as the statements of the Guarantor and Holdings severally, and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representation as to the validity or sufficiency of this Guarantee.

ARTICLE 4
GUARANTEE TRUSTEE

     Section 4.01. Guarantee Trustee; Eligibility. (a) There shall at all times be a Guarantee Trustee which shall:

     (i) not be an Affiliate of the Guarantor or Holdings; and

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     (ii) be a corporation organized and doing business under the laws of the United States of America or any State thereof or of the District of Columbia, or a corporation or Person permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by U.S. federal or State authority, in good standing and having an office or agent in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 4.01(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

     (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.02(c) .

     (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee, Guarantor and Holdings shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

     (d) The Guarantee Trustee represents and warrants that:

     (i) the Guarantee Trustee is a New York banking corporation with trust powers, duly organized, validly existing and in good standing under the laws of the State of New York, with trust power and authority to execute and deliver, and to carry out and perform its obligations under, this Guarantee; and

     (ii) the execution, delivery and performance by the Guarantee Trustee of this Guarantee has been duly authorized by all necessary corporate action on the part of the Guarantee Trustee. This Guarantee has been duly executed and delivered by the Guarantee Trustee.

     Section 4.02. Appointment, Removal and Resignation of Guarantee Trustee. (a) Subject to Section 4.02(b), the Guarantee Trustee may be appointed or removed without cause at any time by Holdings (i) except during an Event of Default and (ii) so long as the Issuer shall not be in default in the payment of amounts due and payable under the Preference Shares.

     (b) The Guarantee Trustee shall not be removed in accordance with Section 4.02(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor and Holdings.

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     (c) The Guarantee Trustee appointed to office shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor and Holdings, which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and Holdings and the resigning Guarantee Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.02 within 60 days after delivery of an instrument of removal or resignation, the Guarantee Trustee resigning or being removed may petition, at the expense of Holdings, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

     (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee.

     (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 4.02, and before the appointment of any Successor Guarantee Trustee, Holdings shall pay to the Guarantee Trustee all amounts to which it is entitled to the date of such termination, removal or resignation.

ARTICLE 5
GUARANTEE

     Section 5.01. Guarantee. (a) The Guarantor irrevocably and unconditionally agrees, subject to the limitations set forth in this Guarantee, the full and punctual payment to each Holder from time to time, whether such rights under this Guarantee are asserted by the Guarantee Trustee or directly by any such Holder (without duplication of amounts theretofore paid by the Issuer or the Guarantor), if, as and when due, regardless of any defense, right of setoff or counterclaim that the Issuer may have or assert (other than the defense of payment) of the following:

     (i) any due but unpaid Dividends on any Preference Shares held by such Holder;

     (ii) any amounts due in respect of a Preference Share (in accordance with the terms of the Articles) but unpaid upon exercise by a Holder of its right to require redemption of such Preference Share or in

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respect of a Preference Share otherwise due for redemption (the “Redemption Price”); and

     (iii) the amount payable to a Holder in respect of a Preference Share upon any dissolution, liquidation or winding up of the Issuer;

(collectively, the “Guarantee Payments”).

     (b) The guarantee under this Section 5.01 shall extend equally to all Dividends, redemption monies, liquidation payments and other amounts expressed to be payable in respect of any Preference Share that shall not have been issued as required by the terms of the Securities and of the Indenture but which would have been payable on such Preference Share had the same been issued when so required.

     (c) The Guarantee Payments are payable hereunder whether or not the Issuer had legally available funds for the making of a Dividend, a redemption payment or a liquidation payment, as applicable.

     (d) All Guarantee Payments shall include interest accrued on such Guarantee Payments, at a rate of 2.00 per annum, from the date of the claim asserted under this Guarantee relating to such Guarantee Payments through the date of payment of or the date full payment is offered on such claim.

     (e) The Guarantor’s obligation to make any of the payments listed in (i) through (iii) in Section 5.01(a) above may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

     Section 5.02. Holdings Guarantee. Holdings irrevocably and unconditionally agrees that each of the provisions of Section 5.01(a) shall apply to Holdings just as it applies to the Guarantor and that Holdings shall be deemed a guarantor hereunder to the same extent as the Guarantor.

     Section 5.03. Waiver of Notice and Demand. The Guarantor and Holdings hereby severally waive notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor and Holdings severally, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands (in each case in respect of Guarantee Payments only).

     Section 5.04. Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor and Holdings severally under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

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     (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preference Shares to be performed or observed by the Issuer;

     (b) the extension of time for the payment by the Issuer of all or any portion of the Dividends, Redemption Price, liquidation preference or any other sums payable under the terms of the Preference Shares or the extension of time for the performance of any other obligation under, arising out of; or in connection with, the Preference Shares; provided that nothing in this Guarantee shall affect or impair any valid extension;

     (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preference Shares, or any action on the part of the Issuer granting indulgence or extension of any kind;

     (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;

     (e) any invalidity of, or defect or deficiency in, the Preference Shares or any failure by or on behalf of the Issuer or by the Issuer in general meeting to declare or approve Dividend, redemption or liquidation payments or other amounts expressed to be payable in respect of the Preference Shares;

     (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred;

     (g) the unavailability to the Issuer under Cayman Islands law of legally available funds to make payments due on the Preference Shares or any other prohibition under applicable law of payments on the Preference Shares; or

     (h) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.04 that the several obligations of the Guarantor and Holdings under this Article 5 shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor or Holdings with respect to the happening of any of the foregoing.

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     Section 5.05. Action Against Guarantor and Holdings. In respect of Guarantee Payments only, each of the Guarantor and Holdings severally waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor or Holdings.

     Section 5.06. Independent Obligations. The Guarantor and Holdings severally acknowledge that their obligations hereunder are independent of the obligations of the Issuer with respect to the Preference Shares, and that the Guarantor and Holdings shall be liable severally as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (h), inclusive, of Section 5.04 hereof.

     Section 5.07. Subrogation. Upon making any payment pursuant to Section 5.01, the Guarantor and Holdings shall be severally subrogated to the rights of the payee against the Issuer with respect to such payment; provided, however, that neither the Guarantor nor Holdings shall enforce any payment by way of subrogation if any Preference Shares are outstanding.

     Section 5.08. Effective Date. The effectiveness of this Amended and Restated Guarantee shall be conditional in all respects upon the Indenture Amendments becoming effective.

ARTICLE 6
RANKING

     Section 6.01. Ranking. Each of the several guarantees under Section 5.01 and Section 5.02 constitutes a direct, unconditional and unsecured obligation of the Guarantor and Holdings severally and will rank at least equally with all other unsecured and unsubordinated obligations of the Guarantor and Holdings severally (including unsecured and unsubordinated guarantees by the Guarantor and Holdings of indebtedness of others), subject in the event of insolvency, to laws of general applicability relating to or affecting creditors’ rights.

ARTICLE 7
REPRESENTATIONS AND WARRANTIES; AGREEMENTS OF THE GUARANTOR AND HOLDINGS

     Section 7.01. Representations and Warranties; Agreements of the Guarantor and Holdings. The Guarantor and Holdings each severally represents and warrants that:

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     (a) It is duly organized and validly existing under the laws of England and Wales, with power and authority to execute and deliver, and to carry out and perform its obligations under, this Guarantee; and

     (b) The execution, delivery and performance by the Guarantor and Holdings respectively of this Guarantee has been duly authorized by all necessary corporate action on the part of the Guarantor and Holdings respectively. This Guarantee has been duly executed and delivered by the Guarantor and Holdings respectively.

     Section 7.02. Agreements of the Guarantor. (a) The Guarantor hereby agrees:

     (i) that, in the event of failure of the Issuer to perform any of its obligations or to enforce when due any of the rights of the Issuer in respect of the exercise of any Conversion and Exchange Rights, the issue of any Preference Shares on any such exercise and the exchange of Preference Shares for Ordinary Shares or ADSs pursuant to the exercise of Conversion and Exchange Rights, in each case in accordance with the Articles and as referred to in the terms of the Securities and the Indenture, the Guarantor will procure the performance by the Issuer of all such obligations and the enforcement by the Issuer of all such rights;

     (ii) to assign to Holdings its obligations under Section 7.02(a)(ii) of the Original Guarantee, as a consequence of the succession of Holdings as the publicly listed company of the corporate group; and

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

18

any other provisions with respect to matters arising under the Articles as the Issuer, the Guarantor and the Trustee may deem necessary or desirable, in each case which does not adversely affect the interests of the holders of the Securities.

     (b) The Guarantor, for so long as any Securities remain outstanding shall use its reasonable efforts to ensure that the Issuer will not be an “investment company” within the meaning of the Investment Company Act or a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

     (c) The Guarantor agrees to use all reasonable efforts to ensure that all corporate steps, including obtaining shareholder approvals if necessary, have been taken for the allotment and issue of the Ordinary Shares or ADSs, free of pre-emptive rights upon the exercise of Conversion and Exchange Rights.

     (d) The Guarantor agrees to pay all stamp, stamp duty reserve or other issuance or documentary taxes or duties payable in the Cayman Islands, the United Kingdom or the United States in connection with (A) the issuance of Ordinary Shares upon any Conversion and Exchange and (B) their deposit with the ADR Depositary against issuance of American depositary receipts (the “ADRs”) evidencing American depositary shares representing the Ordinary Shares, provided, however, that the Guarantor shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Preference Shares, Ordinary Shares or ADSs in a name other than the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Issuer or the Guarantor the amount of any such tax or duty, or has established to the satisfaction of the Issuer and the Guarantor that such tax or duty has been paid. Thus Guarantor will not be obligated to pay, and each relevant Holder of Preference Shares must pay, all other taxes arising in connection with such exchange.

     (e) The Guarantor agrees, as a consequence of the succession of Holdings as the publicly listed company of the corporate group, to assign to Holdings its obligations under Section 7.02(e) of the Original Guarantee.

     Section 7.03. Agreements of Holdings. (a) Holdings hereby agrees:

     (i) that, in the event of failure of the Issuer to perform any of its obligations or to enforce when due any of the rights of the Issuer in respect of the exercise of any Conversion and Exchange Rights, the issue of any Preference Shares on any such exercise and the exchange of

19

Preference Shares for Ordinary Shares or ADSs pursuant to the exercise of Conversion and Exchange Rights, in each case in accordance with the Articles and as referred to in the terms of the Securities and the Indenture, Holdings will procure the performance by the Issuer of all such obligations and the enforcement by the Issuer of all such rights;

     (ii) to assume, as the successor publicly listed parent company of the corporate group, the Guarantor’s obligations under Section 7.02(a)(ii) of the Original Guarantee, and not to alter its obligation pursuant to a tripartite contract among the Issuer, the Guarantor and Holdings to issue Ordinary Shares or ADSs to holders of Preference Shares in order that the Issuer might meet its exchange obligations in respect of the Preference Shares in accordance with the Articles;

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

     (b) Holdings, for so long as any Securities remain outstanding, shall use its reasonable efforts to ensure that the Issuer will not be an “investment company” within the meaning of the Investment Company Act or a PFIC within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

     (c) Holdings agrees to use all reasonable efforts to ensure that all corporate steps, including obtaining shareholder approvals if necessary,

20

have been taken for the allotment and issue of the Ordinary Shares or ADSs, free of pre-emptive rights upon the exercise of Conversion and Exchange Rights.

     (d) Holdings agrees to pay all stamp, stamp duty reserve or other issuance or documentary taxes or duties payable in the Cayman Islands, the United Kingdom or the United States in connection with (A) the issuance of Ordinary Shares upon any Conversion and Exchange and (B) their deposit with the ADR Depositary against issuance of ADRs evidencing American depositary shares representing the Ordinary Shares, provided, however, that Holdings shall not be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Preference Shares, Ordinary Shares or ADSs in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Issuer or the Guarantor the amount of any such tax or duty, or has established to the satisfaction of the Issuer and the Guarantor that such tax or duty has been paid. Holdings will not be obligated to pay, and each relevant Holder of Preference Shares must pay, all other taxes arising in connection with such exchange.

     (e) Holdings, as the successor publicly listed parent company of the corporate group, agrees to assume the Guarantor’s obligations under Section 7.02(e) of the Original Guarantee, and accordingly Holdings agrees that it will, at all times while Securities are outstanding, save with either (i) the written consent of the Holders of not less than a majority in principal amount of the Outstanding Securities, by Act of said Holders delivered to the Issuer, the Guarantor, Holdings and the Trustee; (ii) the adoption of a resolution, at a meeting of Holders of the Outstanding Securities at which a quorum is present, by the Holders of a majority in principal amount of the Outstanding Securities represented at such meeting; or (iii) the consent of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of the Holders of the Securities to give such approval:

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

     (B) not in any way modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favorable than such rights except that nothing in

21

this clause (B) shall prevent (1) the issue of equity share capital to employees (including directors and executive officers) of Group or any of its Subsidiaries or associated undertakings pursuant to any employees’ share plan or option plan; (2) any consolidation or subdivision of the Ordinary Shares; (3) any modification of such rights which is not materially prejudicial to the interests of the Holders of the Securities; (4) any alteration to the Articles made in connection with any matters referred to in this clause (B) or supplemental or incidental thereto; (5) any issue of Ordinary Shares in connection with and upon (x) exchange of the exchangeable shares of Shire Acquisition Inc. or the remaining outstanding shares of Roberts Pharmaceutical Corporation or (y) the conversion of the unsecured convertible zero coupon loan note due to Arenol Corporation; or (6) any issue of equity share capital where the issue of such equity share capital results (or would, but for the fact that the adjustment would be less than one percent of the Exchange Ratio or that the relevant issue were at less than 95% of the current market price per Ordinary Share on the relevant Trading Day, result) in an adjustment to the Exchange Ratio; and

     (C) not reduce its issued share capital, share premium account or capital redemption reserve or any uncalled liability in respect thereof except (1) pursuant to the terms of issue of the relevant share capital; (2) by means of a purchase or redemption; (3) as permitted by Section 130(2) of the Companies Act 1985; (4) where the reduction does not involve any distribution of assets; (5) where the reduction results in (or would, but for the fact that the adjustment would be less than one percent of the Exchange Ratio then in effect, result in) an adjustment to the Exchange Ratio; or (6) solely in relation to a change in the currency in which the nominal value of the Ordinary Shares is expressed.

ARTICLE 8
TERMINATION

     Section 8.01. Termination. This Guarantee shall terminate upon, and be of no further force and effect from the earlier of (i) full payment of the Redemption Price (in accordance with the Articles) for all Preference Shares issued or issuable upon conversion of any outstanding Securities not previously converted, or purchase and cancellation of all such Preference Shares, (ii) if any such Preference Shares are no longer outstanding but clause (i) is not satisfied, the full payment of the Redemption Price for all such Preference Shares or purchase and cancellation of all such Preference Shares, (iii) full payment of the $1,000 liquidation preference per security for all such Preference Shares, plus any accrued and unpaid Dividends thereon, or (iv) if any such Preference Shares are

22

no longer outstanding but clause (i) is not satisfied, full payment of the $1,000 liquidation preference per security for all such Preference Shares, plus any accumulated and unpaid Dividends thereon, provided, however, that this Guarantee will continue to be effective (x) for so long as any Securities remain outstanding and (y) until such times as all Holders of any Preference Shares issued or issuable upon conversion of any outstanding Securities not previously converted have received Ordinary Shares or ADSs or, at the Company’s option, cash in exchange for such Preference Shares in accordance with the Articles and provided further that this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time payment of any sums paid under the Preference Shares or this Guarantee must be restored by a Holder thereof for any reason whatsoever.

ARTICLE 9
INDEMNIFICATION

     Section 9.01. Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or Holdings or any Covered Person for any loss, liability, expense, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, liability, expense, damage or claim incurred by reason of such Indemnified Person’s negligence or wilful misconduct with respect to such acts or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor or Holdings and upon such information, opinions, reports or statements presented to the Guarantor or Holdings by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor or Holdings, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Dividends to Holders of Preference Shares might properly be paid.

     Section 9.02. Indemnification. Holdings agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify

23

as set forth in this Section 9.02 shall survive the termination of this Guarantee or the earlier resignation or removal of the Guarantee Trustee.

ARTICLE 10
MISCELLANEOUS

     Section 10.01. Successors and Assigns. All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and Holdings and shall inure to the benefit of the Holders of the Preference Shares then outstanding.

     Section 10.02. Amendments. Except for those changes provided for in the two penultimate sentences of this paragraph, this Guarantee may be modified by the Guarantor, Holdings and the Guarantee Trustee only with the prior approval of the Holders of not less than a majority in liquidation preference of the Preference Shares in issue at the relevant time (excluding any Preference Shares beneficially owned at that time by the Guarantor and Holdings or any of their Affiliates) other than Preference Shares purchased or acquired by the Guarantor or its Affiliates in connection with transactions effected by or for the account of customers of the Guarantor or any of its Affiliates in connection with the distribution or trading of or market making in connection with such securities and except that persons (other than Affiliates of the Guarantor) to whom the Guarantor or Holdings or any of their subsidiaries have pledged Preference Shares may vote or convert with respect to such pledged securities pursuant to the terms of such pledge). This Guarantee may be amended without the consent of the Holders of the Preference Shares to (i) cure any ambiguity, (ii) correct or supplement any provision in this Guarantee that may be defective or inconsistent with any other provision of this Guarantee, (iii) add to the covenants, restrictions or obligations of the Guarantor or Holdings, (iv) conform to any change in the Investment Company Act or the rules or regulations thereunder and (v) modify, eliminate and add to any provision of this Guarantee to such extent as may be necessary or desirable; provided that no such amendment shall have a material adverse effect on the rights, preferences or privileges of the Holders of the Preference Shares. None of Section 5.01, Section 5.02 Section 7.02, Section 7.03 nor Section 10.02 may be amended without the prior approval of each Holder of the Preference Shares. Any amendment hereof in accordance with this Section 10.02 shall be binding on all Holders.

     Section 10.03. Judgment Currency Indemnity. (a) If, for the purposes of obtaining judgment in any court, it is necessary to convert an amount due from the Guarantor or Holdings under any provision of this Guarantee to a currency other than the U.S. dollar, the parties agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures, The Bank of New York could purchase such other currency with U.S. dollars at its New York office on the second Business Day preceding the day on which final judgment is given.

24

     (b) The several obligations of the Guarantor and Holdings in respect of any amount due to the Guarantee Trustee or any Holders under this Agreement shall, notwithstanding any judgment in a currency other than the U.S. dollar, be discharged only to the extent that on the Business Day following receipt by the Guarantee Trustee or such Holders, as the case may be, of any amount adjudged to be so due in such other currency, the Guarantee Trustee or such Holders, as the case may be, may in accordance with normal banking procedures purchase U.S. dollars with such other currency.

     (c) If the amount of U.S. dollars so purchased is less than the amount originally due to the Guarantee Trustee or such Holders, as the case may be, in U.S. dollars, the Guarantor and Holdings agree severally, to the fullest extent that they may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Guarantee Trustee or such Holders, as the case may be, against such loss.

     (d) If the amount of U.S. dollars so purchased exceeds the amount originally due to the Guarantee Trustee or such Holders, as the case may be, the Guarantee Trustee or such Holders, as the case may be, agree to remit any remaining amount to the Guarantor or Holdings, as the case may be, in pounds sterling.

     Section 10.04. Assignment of the Guarantor and Holdings. The Guarantor and Holdings will not assign their respective obligations under the Guarantee, except in the case of a merger, consolidation or a sale or contribution of substantially all of its assets, where the Guarantor or Holdings is not the surviving entity.

     Section 10.05. Notices. All notices provided for in this Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first class mail, as follows:

(a) If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth below:

The Bank of New York
101 Barclay Street
Floor 2l West
New York, NY 10286

Attention: Corporate Trust Administration—Emma Wilkes
Facsimile: +44 207 964 6399

     (b) If given to the Guarantor or Holdings, at the Guarantor’s or Holdings mailing address set forth below (or such other address as the Guarantor or Holdings may give notice of to the Holders of the Preference Shares):

25

Hampshire International Business Park
Chineham, Basingstoke
Hampshire RG24 8EP
England

Attention: Company Secretary

(c) If given to any Holder of Preference Shares, at the address set forth in the Register.

     All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

     Section 10.06. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF, EXCEPT FOR SECTION 6.01 HEREOF, WHICH SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF ENGLAND AND WALES, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. THE PARTIES HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION RELATED HERETO.

     Section 10.07. Jurisdiction and Service of Process. (a) Any claim or proceeding brought by the Guarantee Trustee on behalf of Holders or a Holder to enforce the obligations of the Guarantor or Holdings hereunder, including, without limitation, any claims, counter-claims and cross-claims asserted against the Guarantee Trustee in connection therewith, shall be brought in a court of competent jurisdiction in England and Wales or the State of New York.

     (b) Each of the Guarantor and Holdings irrevocably consents to the jurisdiction of any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, New York City, New York, United States, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding that may be brought in connection with this Guarantee. Each of the Guarantor and Holdings irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Guarantee in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an

26

inconvenient forum. Each of the Guarantor and Holdings agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Guarantor or Holdings and may be enforced in any court to the jurisdiction of which such Guarantor or Holdings is subject by a suit upon such judgment; provided that service of process is effected upon the Guarantor or Holdings in the manner provided herein. Notwithstanding the foregoing, any suit, action or proceeding brought in connection with this Guarantee may be instituted in any competent court in England and Wales.

     (c) Each of the Guarantor and Holdings agrees that service of all writs, process and summonses in any suit, action or proceeding brought in connection with this Guarantee against the Guarantor or Holdings, as the case may be, in any court of the State of New York or any United States federal court sitting in the Borough of Manhattan, New York City may be made upon CT Corporation System at 111 8th Avenue, 13th Floor, New York, New York 10011, whom each of the Guarantor and Holdings irrevocably appoints as its authorized agent for service of process. Each Guarantor represents and warrants that CT Corporation System has agreed to act as the agent for service of process for the Guarantor and Holdings as the case may be. Each Guarantor and Holdings agrees that such appointment shall be irrevocable so long as any of the Securities or Preference Shares remain outstanding or until the irrevocable appointment by the Guarantor or Holdings, as the case may be, of a successor in The City of New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Each of the Guarantor and Holdings further agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for the Guarantor or Holdings, the Guarantor or Holdings shall appoint without delay another such agent and provide prompt written notice to the Guarantee Trustee of such appointment. With respect to any such action in any court of the State of New York or any United States federal court in the Borough of Manhattan, New York City, service of process upon CT Corporation System, as the authorized agent of the Guarantor or Holdings, as the case may be, for service of process, and written notice of such service to the Guarantor or Holdings, as the case may be, shall be deemed, in every respect, effective service of process upon the Guarantor or Holdings, as the case may be.

     (d) Nothing in this Section shall affect the right of any party to serve legal process in any other manner permitted by law.

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     THIS GUARANTEE is executed as of the day and year first above written.

SHIRE PHARMACEUTICALS GROUP
	PLC,
	as Guarantor
By:
	Name:
	Title:
SHIRE PLC,
	as Guarantor
By:
	Name:
	Title:

THE BANK OF NEW YORK,
	as Guarantee Trustee
By:
	Name:
	Title:

28

EX-4.10

Exhibit 4.10

GUARANTEE

     For value received, SHIRE PLC, a public limited company organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of said Security and of the Indenture. In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

     The Guarantor hereby agrees that it shall make all payments in respect of principal of (and premium, if any, on) and interest (including interest on amounts in default), if any, on the Securities or the payment of any other sums due on the Securities pursuant to this Guarantee without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied upon or as a result of such payments by or on behalf of any taxing authority of the United Kingdom, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required by law.

     The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability of said Security or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of said Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of the Indenture, the recovery of any judgment against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to said Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of its obligations contained in the Indenture, said Security and this Guarantee.

     The Holder of the Security on which this Guarantee is endorsed is entitled to the further benefits relating thereto set forth in the Security and the Indenture. No reference herein to the Indenture and no provision of this Guarantee, said Security or the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, the Security upon which this Guarantee is endorsed.

     The Indenture, the Securities and this Guarantee are governed by and will be construed in accordance with the laws of the State of New York, without regard to the applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET FORTH IN SAID SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     Terms used in this Guarantee and not defined herein shall have the meaning assigned to them in the Indenture.

     This Guarantee shall not be valid or obligatory for any purpose until: (i) the certificate of authentication on the within Security has been executed by the Trustee, directly or through an Authenticating Agent, by manual or facsimile signature of an authorized signatory; and (ii) the Amended and Restated Indenture, dated as of September 23, 2005, among the Issuer, Shire Pharmaceuticals Group plc, as guarantor, the Guarantor and the Trustee, is effective in accordance with its terms.

2

     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.

Dated: September 23, 2005

SHIRE PLC
By:
	Name:
	Title:

3

EX-5.1

	Exhibit 5.1
Our ref MYW/501782/147302/v2
Your ref
Shire Finance Limited	Direct: +44 (0)20 7466 1668
PO Box 309 GT	Cell:
Ugland House	E-mail: michael.williams@maplesandcalder.com
George Town
Grand Cayman
Cayman Islands

25 November 2005

Dear Sirs

Shire Finance Limited (the "Company") – Post-Effective Amendment No. 1 to Form S-3 Registration Statement

The Company issued, pursuant to an indenture dated as of 21 August 2001 (the "Original Indenture") among the Company, Shire Pharmaceuticals Group plc, as guarantor ("SPG") and The Bank of New York (the "Trustee"), an initial aggregate principal amount of US$400,000,000 2.00% Guaranteed Convertible Senior Notes due 21 August 2011 (the "Notes") unconditionally and irrevocably guaranteed by SPG and convertible into Preference Shares in the Company.

SPG, the parent company of the Company, has undertaken a capital reorganisation whereby Shire plc ("Shire") has been interposed as a new holding company above SPG pursuant to a scheme of arrangement under Section 425 of the United Kingdom Companies Act 1985. To include Shire as an obligor under the Original Indenture, the Company, SPG, Shire and the Trustee entered into a supplemental indenture taking the form of an amended and restated indenture (the "Supplemental Indenture") dated as of 23 September 2005.

We have acted as Cayman Islands legal advisers to the Company in connection with the Supplemental Indenture and Post-Effective Amendment No. 1 to the Form S-3 Registration Statement (the "Registration Statement") relating to the Notes.

1 DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1	the Certificate of Incorporation of the Company, the Memorandum of Association of the Company as amended and restated pursuant to a written special resolution passed on 21 August 2001 and the Articles of Association of the Company as amended and restated pursuant to a written special resolution passed on 23 September 2005;
1.2	the minutes of the meeting of the board of directors of the Company held on 15 August 2001 and 21 August 2001, the written resolutions of the sole director of the Company passed on 23 September 2005 and the corporate records of the Company maintained at its registered office in the Cayman Islands;

1.3	a certificate from a director of the Company, a copy of which is annexed hereto (the "Director's Certificate");
1.4	the Original Indenture;
1.5	the Supplemental Indenture;
1.6	the Registration Statement; and
1.7	the form of the Rule 144A Global Note and the Regulation S Global Note set out in the Original Indenture.
2	ASSUMPTIONS

The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Director's Certificate as at the date hereof. We have also relied upon the following assumptions, which we have not independently verified:

2.1	the Original Indenture, the Supplemental Indenture and the Notes have been duly authorised, executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);
2.2	the Original Indenture, the Supplemental Indenture and the Notes are legal, valid, binding and enforceable against all relevant parties in accordance with their terms under New York law and all other relevant laws (other than the laws of the Cayman Islands);
2.3	the choice of New York law as the governing law of the Original Indenture, the Supplemental Indenture and the Notes has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands);
2.4	copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;
2.5	all signatures, initials and seals are genuine;
2.6	the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Original Indenture and the Supplemental Indenture;
2.7	the Notes were duly executed, issued and authenticated in accordance with the provisions of the Original Indenture;

2.8	no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Notes; and
2.9	there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of New York.
3	OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1	The Company has been duly incorporated as an exempted company with limited liability and is validly existing under the laws of the Cayman Islands.
3.2	The Company has full power and authority under its Memorandum and Articles of Association to enter into, execute and perform its obligations under the Supplemental Indenture.
3.3	The execution and delivery of the Supplemental Indenture by the Company and the performance of its obligations thereunder do not conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles of Association of the Company or any law, public rule or regulation applicable to the Company in the Cayman Islands currently in force.
3.4	The execution, delivery and performance of the Supplemental Indenture has been authorised by and on behalf of the Company and, assuming the Supplemental Indenture has been executed and delivered by Angus Russell on behalf of the Company, the Supplemental Indenture has been duly executed and delivered on behalf of the Company and constitutes the legal, valid and binding obligations of the Company enforceable in accordance with its terms.
3.5	No authorisations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in the Cayman Islands in connection with:
	3.5.1	the execution or delivery of the Supplemental Indenture by the Company;
	3.5.2	subject to the payment of stamp duty, the enforcement of the Supplemental Indenture against the Company; or
	3.5.3	the performance by the Company of its obligations under the Supplemental Indenture.
3.6	No taxes, fees or charges (other than stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of:
	3.6.1	the execution or delivery of the Supplemental Indenture;
	3.6.2	the enforcement of the Supplemental Indenture or the Notes;

	3.6.3	payments made under, or pursuant to, the Supplemental Indenture or the Notes; or
	3.6.4	the issue, transfer or redemption of the Notes.
	The Cayman Islands currently have no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax.
3.7	The courts of the Cayman Islands will observe and give effect to the choice of New York law as the governing law of the Supplemental Indenture.
3.8	Based solely on our inspection of the Register of Writs and Other Originating process in the Grand Court of the Cayman Islands there were no actions or petitions pending against the Company in the courts of the Cayman Islands as at close of business in the Cayman Islands on 24 November 2005.
3.9	Although there is no statutory enforcement in the Cayman Islands of judgments obtained in New York, the courts of the Cayman Islands will recognise a foreign judgment as the basis for a claim at common law in the Cayman Islands provided such judgment:
	3.9.1	is given by a competent foreign court;
	3.9.2	imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;
	3.9.3	is final;
	3.9.4	is not in respect of taxes, a fine or a penalty; and
	3.9.5	was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the Cayman Islands.
3.10	It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Supplemental Indenture that any document be filed, recorded or enrolled with any governmental authority or agency or any official body in the Cayman Islands. Further, it is not a requirement of Cayman Islands law that the Registration Statement should be filed, recorded or enrolled with any governmental department or other authority in the Cayman Islands. The Registration Statement may not be circulated within or to the public in the Cayman Islands, and no invitation to the public in the Cayman Islands to subscribe for the Notes may be made, unless the Company is listed on the Cayman Islands Stock Exchange at the time of circulation and invitation.
3.11	Based solely on our inspection of the Register of Members of the Company, the issued share capital of the Company is 100 Founder Shares having a par value of US$1.00 each and SPG is registered as the holder of each of those Founder Shares.
3.12	The Company has sufficient authorised share capital to issue 400,000 Preference Shares having a par value of US$1.00 each and the issue thereof in accordance with the Articles of Association of the Company is within the power of the Company. The Preference Shares to be

	issued on conversion of the Notes in accordance with the Articles of Association of the Company have been duly authorised and approved by all necessary corporate action of the Company, and such Preference Shares when issued against the consideration therefore and registered in the Company's Register of Members in accordance with the provisions of the Supplemental Indenture and the Articles of Association of the Company, will be legally and validly issued, fully paid and non assessable.
4	QUALIFICATIONS
The opinions expressed above are subject to the following qualifications:
4.1	The term "enforceable" as used above means that the obligations assumed by the Company under the Supplemental Indenture are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:
	4.1.1	enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;
	4.1.2	enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;
	4.1.3	some claims may become barred under the statutes of limitation or may be or become subject to defenses of set off, counterclaim, estoppel and similar defenses;
	4.1.4	where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;
	4.1.5	the Cayman Islands court has jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the Cayman Islands court will require all debts to be proved in a common currency, which is likely to be the "functional currency" of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;
	4.1.6	obligations to make payments that may be regarded as penalties will not be enforceable;
	4.1.7	the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Supplemental Indenture in matters where they determine that such proceedings may be tried in a more appropriate forum; and

	4.1.8	a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power, and there exists doubt as to enforceability of any provision in the Supplemental Indenture whereby the Company covenants not to exercise powers specifically given to its shareholders by the Companies Law (2004 Revision) of the Cayman Islands, including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association, or present a petition to a Cayman Islands court for an order to wind up the Company.
4.2	No stamp duties or other similar taxes or charges are payable under the laws of the Cayman Islands in respect of the execution or delivery of the Supplemental Indenture or the Notes or the performance or enforcement of any of them, unless they are executed in or thereafter brought within the jurisdiction of the Cayman Islands (e.g. for the purposes of enforcement) in which case stamp duty of (i) CI$40.00 in respect of the Supplemental Indenture, and (ii) 0.25% of the principal amount specified on the face of each Note up to a maximum of CI$250.00 unless CI$500.00 has been paid in respect of the entire issue of Notes, will be payable. An instrument of transfer in respect of a Note if executed in or brought within the jurisdiction of the Cayman Islands may be subject to a Cayman Islands stamp duty of CI$100.00. Subject as aforesaid, a holder of a Note will not incur or become liable for any transfer or other similar taxes or charges under the laws of the Cayman Islands by reason of the acquisition, ownership or disposal of the Notes.
4.3	To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies.
4.4	Under the Companies Law (2004 Revision), the Register of Members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2004 Revision) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
4.5	The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands.
4.6	Whilst parties to an agreement may agree inter se that respective rights and obligations take effect "as of" a date prior to the date of execution and delivery, the rights of third parties, to the extent that the same may be available thereunder, only take effect from the date of actual execution and delivery.
4.7	In certain circumstances, provisions in the Supplemental Indenture that (i) the election of a particular remedy does not preclude recourse to one or more others, or (ii) delay or failure to exercise a right or remedy will not operate as a waiver of any such right or remedy, may not be enforceable.
4.8	A certificate, determination, calculation or designation of any party to the Original Indenture, the Supplemental Indenture or the Notes as to any matter provided therein might be held by a Cayman Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

4.9	In principle a Cayman Islands court will award costs and disbursements in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the Grand Court will be applied in practice. Whilst it is clear that costs incurred prior to judgment can be recovered in accordance with the contract, it is likely that post-judgment costs (to the extent recoverable at all) will be subject to taxation in accordance with Grand Court Rules Order 62.
4.10	The irrevocable appointment of an agent for service of process may, as between the appointor and the agent, be revoked by the appointor unless given to secure (i) a proprietary interest of the agent or (ii) the performance of an obligation owed to the agent.
4.11	We reserve our opinion as to the extent to which a Cayman Islands court would, in the event of any relevant illegality, sever the offending provisions and enforce the remainder of the transaction of which such provisions form a part, notwithstanding any express provisions in this regard.
4.12	We make no comment with regard to the references to foreign statutes in the Original Indenture, the Supplemental Indenture or the Notes.

We express no view as to the commercial terms of the Original Indenture, the Supplemental Indenture or the Notes or whether such terms represent the intentions of the parties and make no comment with respect to any representations which may be made by the Company.

This opinion may only be relied upon by the Company and its legal advisors (but only in that capacity). It may not be relied upon by any other person except with our prior written consent.

We hereby consent to the inclusion of this legal opinion as an exhibit to the Registration Statement.

Yours faithfully

Maples and Calder

MAPLES and CALDER

Shire Finance Limited
PO Box 309 GT
Ugland House
George Town
Grand Cayman, Cayman Islands

25 November 2005

Maples and Calder
7 Princes Street
London EC2R 8AQ

Dear Sirs

Shire Finance Limited (the "Company")

I, Angus Russell, being the sole director of the Company, am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to the Company with respect to certain aspects of Cayman Islands law.

Capitalised terms used in this Certificate have the meaning given to them in the Opinion.

I hereby certify that:

1	The Memorandum of Association of the Company as amended and restated pursuant to a written special resolution passed on 21 August 2001 remain in full force and effect and have not been amended. The Articles of Association of the Company as amended and restated pursuant to a written special resolution passed on 23 September 2005 are in full force and effect and have not been amended.
2	The Company has not entered into any mortgages or charges over its property.
3	The minutes of the meetings of the board of directors held on 15 August 2001 and 21 August 2001 (each, a "Meeting") are a true and correct record of the proceedings of each Meeting. Each Meeting was duly convened and held. At each Meeting a quorum was present throughout and each director disclosed his interest (if any), in the manner prescribed in the Articles of Association of the Company.
4	The written resolutions of the sole director of the Company passed on 23 September 2005 (the "Resolutions") were signed by the sole director of the Company in the manner prescribed in the Articles of Association of the Company. The sole director of the Company has disclosed his interest (if any) in the transactions contemplated by the Resolutions in accordance with the Articles of Association of the Company.
5	Each of the Resolutions and the resolutions set forth in the minutes of each Meeting were duly adopted, are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect.

6	The authorised share capital of the Company is US$800,100 divided into 100 Founders Shares having a par value of US$1.00 each, 400,000 Nominal Shares having a par value of US$1.00 each and 400,000 Preference Shares having a par value of US$1.00 each. The issued share capital of the Company is 100 Founder Shares having a par value of US$1.00 each and SPG is registered as the holder of each of those Founder Shares.
7	The shareholders of the Company have not restricted or limited the powers of the directors in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Supplemental Indenture or the Notes.
8	The directors of the Company on the date of each Meeting were Rolf Stahel and Angus Russell. The sole director of the Company on the dates of Resolutions and at the date hereof was and is Angus Russell.
9	The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the shareholders and directors (or any committee thereof) (duly convened and held in accordance with the Articles of Association of the Company) and all resolutions passed at the meetings, or passed by written consent as the case may be.
10	Prior to, at the time of, and immediately following execution of the Supplemental Indenture the Company was able to pay its debts as they fell due and entered into the Supplemental Indenture for proper value and not with an intention to defraud or hinder its creditors or by way of fraudulent preference.
11	The sole director considers the transactions contemplated by the Supplemental Indenture and the Notes to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions the subject of the Opinion.
12	To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor has the sole director or (to the best of my knowledge and belief, having made due inquiry) any shareholder taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.
13	The Company is not a central bank, monetary authority or other sovereign entity of any state.
14	The Company has no employees.

I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.

Signature:	Angus Russell
	Angus Russell, Sole Director

EX-5.2

Exhibit 5.2

[Letterhead of Davis Polk & Wardwell]

November 25, 2005

Shire plc
Hampshire International Business Park
Chineham, Basingstoke
Hampshire RG24 8EP
England

Shire Finance Limited
c/o Maples and Calder
Ugland House
South Church Street
P.O. Box 304 George Town
Grand Cayman

Ladies and Gentlemen:

     Shire plc, a public limited company organized under the laws of England and Wales (“Shire”), and Shire Finance Limited, an exempted limited company organized under the laws of the Cayman Islands (the “Company”), are filing with the Securities and Exchange Commission a Post-Effective Amendment (the “Post-Effective Amendment”) to a Registration Statement (Reg. No. 333-72862) on Form S-3 (the “Registration Statement”) registering under the Securities Act of 1933, as amended (the “Securities Act”): (i) the sale from time to time of any of the Company’s 2.00% Senior Guaranteed Convertible Notes due 2011 (the “Convertible Notes”), initially issued on August 21, 2001, that may remain outstanding; and (ii) ordinary shares of Shire, nominal value £3.50 per share (the “Shire Ordinary Shares”) and American Depositary Shares representing Shire Ordinary Shares (“Shire ADSs”), in either case into which the exchangeable redeemable preference shares of the Company (the “Shire Finance Preference Shares”) into which the Convertible Notes are convertible, are immediately exchangeable (unless redeemed at the Company’s option for cash).

     The Post-Effective Amendment is being filed to enable the Company to succeed Shire Pharmaceuticals Group plc, a public limited company organized under the laws of England and Wales (“SPG”), as registrant under the Registration Statement, pursuant to Rule 414(d) under the Securities Act, in connection with the interposition of the Company as a holding company above SPG in connection with a scheme arrangement under the United Kingdom Companies Act 1985 (the “Scheme of Arrangement”).

Shire plc	- 2 -	November 25, 2005
Shire Finance Limited

     The Convertible Notes were issued under the Indenture (the “Indenture”), dated as of August 21, 2001, among the Issuer, SPG, as guarantor, and the Bank of New York, as trustee (the “Trustee”), in an aggregate principal amount of $400,000,000. The Shire Finance Preference Shares were guaranteed by SPG under the Preference Shares Guarantee Agreement (the “Guarantee Agreement”), dated as of August 21, 2001, between SPG and the Bank of New York, as Guarantee Trustee (the “Guarantee Trustee”).

     To include Shire as an obligor under the Indenture and the Guarantee Agreement in connection with the Scheme of Arrangement, the Company, SPG and Shire entered into a supplemental indenture in the form of an amended and restated indenture (the “Supplemental Indenture”) with the Trustee and a supplemental guarantee agreement in the form of an amended and restated preference shares guarantee agreement (the “Supplemental Guarantee”) with the Guarantee Trustee. In addition, Shire executed a guarantee of the Convertible Notes (the “Shire Guarantee”).

     We, as your special counsel in connection with the Post-Effective Amendment, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

          Based upon the foregoing, we are of the opinion that:

          1. Assuming that each of the Supplemental Indenture and the Supplemental Guarantee have been duly authorized, executed and delivered by each of the parties thereto, (i) the Supplemental Indenture is a valid and binding agreement of the Company, SPG and Shire, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability and (ii) the Supplemental Guarantee is a valid and binding agreement of SPG and Shire, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability; and

          2. Assuming that the Shire Guarantee has been duly authorized, executed and delivered, the Shire Guarantee is a valid and binding obligation of Shire, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

     We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

Shire plc	- 3 -	November 25, 2005
Shire Finance Limited

     We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

EX-5.3

	Exhibit 5.3
[Slaughter and May Letterhead]

	25 November 2005
The Directors	Your reference
Shire Finance Limited
c/o Maples and Calder	Our reference
Ugland House	RCS/LVJ
South Church Street	Direct line
PO Box 304	020 7090 3430
George Town
Grand Cayman
Cayman Islands
The Directors
Shire plc
Hampshire International Business Park
Chineham
Basingstoke
Hampshire RG24 8EP
England

Dear Sirs,

Introduction

1.      This letter is addressed to you in connection with the Registration Statement on Form S-3 of even date with this letter (the “Form S-3”) relating to the US$400,000,000 2 per cent senior guaranteed notes due 2011 (the “Notes”) issued by Shire Finance Limited (the “Issuer”). The Notes are convertible into exchangeable redeemable preference shares (the “Preference Shares”) in the capital of the Issuer which may be exchanged for ordinary shares (the “Shares”) in the capital of Shire plc (the “Company”) or ADSs representing Shares (the “ADSs”). The Company and Shire Pharmaceuticals Group plc (“SPG”) have entered into guarantees in respect of the Notes and the Preference Shares pursuant to an amended and restated indenture and an amended and restated preference shares guarantee agreement and the Company has entered into a guarantee in respect of the Notes under a separate guarantee, each dated as of 23^rd September, 2005 (the “Guarantees”). For the purposes of this opinion, “Shares” includes the Shares to be represented by ADSs to be issued to JPMorgan Chase, N.A. of New York, as depositary under the deposit agreement dated as of 25^th November, 2005 entered into by the Company, and such other depositary as the Company may appoint from time to time.

2.      This letter may be relied upon only by you and may be used only in connection with the Notes. Neither its contents nor its existence may be disclosed to any other person unless we have given our prior written consent or as set out in paragraph 9 below.

Scope

3.

This letter sets out our opinion on certain matters of English law as at today’s date. We have not made any investigation of, and do not express any opinion on, any other law. This letter is governed by and is to be construed in accordance with English law. To the extent that the laws of the United States of America and/or the Cayman Islands may be relevant, we have made no independent investigation thereof and our opinion is subject to the effect of such laws.

4.

We have examined copies of the documents mentioned herein and such other documents as we have considered necessary. We have not undertaken any exercise which is not described in this letter.

Documents examined

5.	For the purpose of this opinion we have examined and relied upon the following documents:
	(i)	a copy of the Form S-3;
	(ii)	copies of the Memorandum and Articles of Association of the Company and of the Memorandum and Articles of Association of SPG;
	(iii)	a copy of the amended and restated preference shares guarantee agreement dated as of 23rd September, 2005 between the Issuer, the Company, Shire Pharmaceuticals Group plc and The Bank of New York, as guarantee trustee (the “Amended and Restated Preference Shares Guarantee Agreement”);
	(iv)	a copy of the amended and restated indenture dated as of 23rd September, 2005 between the Issuer, the Company, Shire Pharmaceuticals Group plc and The Bank of New York, as trustee (the “Amended and Restated Indenture”) and a copy of the guarantee entered into by the Company in relation to that amended and restated indenture (the “Notes Guarantee”);
	(v)	a copy of the minutes of a meeting of the Board of Directors of the Company held on 7th September, 2005 and of meetings of a committee of the Board of Directors

Page 2/18 November 2005

	of the Company held on 23rd September 2005 and 22nd November, 2005 (the “Company Board Minutes”);
(vi)	a copy of the minutes of a meeting of the Board of Directors of SPG held on 7thSeptember, 2005 and of a meeting of a committee of the Board of Directors of SPG on 23rd September, 2005 (the “SPG Board Minutes”);
(vii)	a copy of a notice of an Extraordinary General Meeting of the Company dated 19th September, 2005;
(viii)	the entries shown on the CH Direct print out obtained by us from the Companies House database on 24th November, 2005 of the file of the Company and of the file of SPG maintained at Companies House (the “Company Search”); and
(ix)	such other documents and records as we have considered necessary or appropriate for the purposes of this opinion.

     The Amended and Restated Preference Shares Guarantee Agreement, the Notes Guarantee and the Amended and Restated Indenture are hereinafter described as the “Agreements”.

Assumptions

6.	In giving this opinion, we have assumed:
	(A)	that all signatures purporting to be on behalf of any parties to the Agreements or are those of persons authorised by the relevant resolutions to execute the Agreements on behalf of such parties;
	(B)	the capacity, power and authority of each of the parties to the Agreements (other than the Company and SPG) to execute, deliver and perform the terms thereof;
	(C)	that each of the Agreements has been duly executed and unconditionally delivered by each of the parties thereto (other than the Company and SPG) in accordance with all applicable laws;
	(D)	that each of the parties to the Agreements (other than the Company and SPG) is duly incorporated and validly existing under the laws of its country of incorporation;
	(E)	that the Agreements constitute valid and binding obligations of each of the parties thereto under New York law (by which they are expressed to be governed);

Page 3/18 November 2005

(F)	that no law of any jurisdiction outside England and Wales would render the execution or delivery of the Agreements or the issue of the Shares illegal or ineffective and that, insofar as any obligation under the Agreements is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;
(G)	(i)	that the Company Board Minutes truly record the proceedings of duly convened, constituted and conducted meetings of the Board of Directors and a duly authorised committee of the Board of Directors of the Company and that the directors of the Company present at the meetings recorded in the Company Board Minutes were acting in the interests and for a proper purpose of the Company;
	(ii)	that the SPG Board Minutes truly record the proceedings of duly convened, constituted and conducted meetings of the Board of Directors of SPG and a duly authorised committee of the Board of Directors of SPG and that the directors of SPG present at the meetings recorded in the SPG Board Minutes were acting in the interests and for a proper purpose of SPG; and
	(iii)	that the resolutions passed and authorisations recorded in the Company Board Minutes and the SPG Board Minutes have not subsequently been amended, revoked or superseded;
(H)	the authenticity, completeness and conformity to original documents of all copy documents examined by us;
(I)	(i)	that the Agreements were entered into by the Company and SPG in good faith and in furtherance of their objects under their respective Memoranda of Association;
	(ii)	that the Agreements are in the best interests and to the advantage of both the Company and SPG;

(J)	that the extraordinary general meeting of the Company held on 19th September, 2005 was duly convened and held and that resolution number 9 set out in the notice of such meeting was duly passed (without any amendment thereto whatsoever) and that the foregoing resolution was filed in accordance with Section 380 of the Companies Act 1985 (as amended) and remains in full force and effect;
(K)	that the Shares will be issued pursuant to and in accordance with the provisions of the Memorandum and Articles of Association of the Company and within the

Page 4/18 November 2005

	scope of the authority conferred by the resolution referred to in paragraph (J) above;
(L)	that there are no agreements or arrangements in existence which affect the issue of the Shares;
(M)	that the entering into of the Agreements did not cause the Company or its directors to be in default under article 101 (Borrowing Powers) of the Company’s Articles of Association and such borrowing limits have not been exceeded by any other agreement entered into by the Company or its subsidiaries and the entering into of the Agreements did not cause SPG or its directors to be in default under article 102 (Borrowing Powers) of SPG’s Articles of Association and such borrowing limits have not been exceeded by any other agreement entered into by SPG or its subsidiaries;
(N)	that the copy of the Memorandum and Articles of Association of the Company examined by us is complete, accurate and up-to-date and would, if issued today, comply with Section 380 of the Companies Act 1985 (as amended) and the copy of the Memorandum and Articles of SPG examined by us is complete, accurate and up-to-date and would, if issued today, comply with section 380 of the Companies Act 1985 (as amended);

(O)	(i)	that the information disclosed by the Company Search and by our telephone search on 24th November, 2005 at the Central Registry of Winding-Up Petitions in relation to the Company and SPG was then accurate and has not since then been altered or added to; and
	(ii)	that those searches did not fail to disclose any information relevant for the purposes of this opinion;
(P)	that the directors of the Company have acted in good faith in the interests of the Company and in accordance with their duties under all applicable laws and the Memorandum and Articles of Association of the Company and the directors of SPG have acted in good faith in the interests of SPG and in accordance with their duties under all applicable laws and the Memorandum and Articles of Association of SPG;
(Q)	that words and phrases used in the Form S-3 and the Agreements have the same meaning and effect as they would if those documents were governed by English law and there is no provision of any law (other than English law) which would affect anything in this opinion letter;
(R)	that:

Page 5/18 November 2005

(i)	neither the Company nor SPG has made any proposal for a voluntary arrangement under Part I of the Insolvency Act 1986 (as amended) or passed any voluntary winding-up resolution;
(ii)	no application has been made or petition presented to a court, and no order has been made by a court, for the winding-up, dissolution, or administration of the Company or SPG; and
(iii)	no administrator, receiver, administrative receiver, trustee in bankruptcy or similar officer has been appointed in relation to the Company or SPG or any of their assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer; and

(S)      that no other event occurs after the date hereof which would affect the opinions herein stated.

Opinion

7.	We are of the opinion that, relying on the assumptions listed in paragraph 6 above and subject to the reservations described in paragraph 8 below:-
	(A)	the Company and SPG have been duly incorporated and are validly existing as public limited companies under the laws of England and Wales;
	(B)	the Company has the requisite corporate power to issue the Shares and all shareholder resolutions necessary to authorise such issue have been passed.
		The Shares to be issued by the Company will, when so issued, have been validly authorised, allotted and issued as fully paid and non-assessable. On this basis, the Shares will be issued free of any pre-emptive rights and no personal liability by way of call will attach to the holders of the Shares as such holders under English law;
	(C)	the execution, delivery and performance by the Company and SPG of the Agreements have been duly authorised by all necessary action by the Company.
	(D)	assuming that the Agreements create valid and binding obligations of the parties under New York law, the performance of the obligations of the Company under the Guarantees are not prohibited by any law or regulation applicable to English companies generally or by the Memorandum and Articles of Association of the Company;
	(E)	assuming that the Agreements create valid and binding obligations of the parties under New York law, the performance of the obligations of SPG under the

Page 6/18 November 2005

	Guarantees are not prohibited by any law or regulation applicable to English companies generally or by the Memorandum and Articles of Association of SPG; and
(F)	a final and conclusive judgment against the Company or SPG for a definite sum of money entered by any United States federal or state court sitting in New York City, the United States of America in any suit, action or proceedings arising out of or in connection with the Guarantees would be enforced by the English courts, without re-examination or re-litigation of the matters adjudicated upon if:
	(i)	the judgment was not obtained by fraud;
	(ii)	the enforcement of the judgment would not be contrary to English public policy (and enforcement of a judgment for liability founded in US Federal or State securities law may be contrary to public policy);
	(iii)	the judgment was not obtained in proceedings contrary to natural justice;
	(iv)	the judgment is not inconsistent with an English judgment in respect of the same matter;
	(v)	the judgment is not for multiple damages; and
	(vi)	enforcement proceedings are instituted within six years after the date of the judgment.

Reservations

8.	Our opinion is qualified by the following reservations and by any matter of fact not disclosed to us:-
	(A)	English law, the Articles of Association of the Company and the Listing Rules of the United Kingdom Listing Authority contain restrictions on the transfer of shares and voting rights in certain limited circumstances including the following:
		(i)	transfers of shares may be avoided under the provisions of insolvency law, or where any criminal or illegal activity is involved, or where the transferor or transferee does not have the requisite legal capacity or authority, or where the transferee is subject to restrictions or constraints;
		(ii)	the registration of a transfer of shares by a particular shareholder may be restricted if that shareholder has failed to disclose his interest in shares in the Company after having been served with a notice by the Company

Page 7/18 November 2005

	requesting such disclosure pursuant to Section 212 of the Companies Act 1985;
(iii)	save in the case of depositary schemes or clearance services, no transfer will be registered unless the appropriate stamp duty has been paid at the rate of 0.5 per cent. (rounded up if necessary to the nearest multiple of five pounds sterling ((pound) 5)) of the stated consideration or if the stock transfer form is otherwise not in order;
(iv)	any holder of shares who is a person discharging managerial responsibilities or an employee with access to inside information in relation to the Company is bound by the Model Code annexed to the Listing Rules of the United Kingdom Listing Authority which imposes restrictions on the ability of such persons to transfer shares in the two months prior to the announcement of final results, in the 30 day period prior to the announcement of quarterly results and at other times when inside information exists in relation to the Company;
(v)	under the Companies Act 1985 and subject to the Uncertificated Securities Regulations 2001, the Company can close its register of members from time to time for periods not exceeding 30 days in aggregate in any calendar year and during any such period no transfer of shares may be registered;
(vi)	no share may be transferred after the passing of a resolution for the winding-up of the Company;
(vii)	a company or the Court may impose restrictions on the transferability and other rights of shares held by persons who do not comply with the company’s proper enquiries, under the Companies Act of 1985 or that company’s articles of association (if they so provide), considering the ownership of shares; and
(viii)	there may be circumstances in which a holder of shares becomes obliged to transfer those shares under the provisions of the Companies Act 1985, for example following the implementation of a takeover where minority shareholders are compulsorily bought out or following the implementation of a scheme of arrangement. Once a holder of shares becomes obliged to make such a transfer he may not transfer to any other person;

(B)      shareholders can make arrangements outside the Company’s constitutional documents in respect of restrictions on transfer or pre-emptive rights relating to shares, about which we express no opinion;

Page 8/18 November 2005

(C)	laws relating to liquidation or administration or other laws or procedures affecting generally the enforcement of creditors’ rights may affect the obligations of the Company and SPG under the Agreements and in respect of the Shares and the remedies available;
(D)	the English courts may stay proceedings or decline jurisdiction, notably if concurrent proceedings are being brought elsewhere; and
(E)	if an English court assumes jurisdiction:
	(i)	it would not apply New York law (by which the Agreements are expressed to be governed) if:
		(a)	New York law were not pleaded and proved; or
		(b)	to do so would be contrary to English public policy or mandatory rules of English law;
	(ii)	it may have to have regard to the law of the place of performance of any obligation under the Agreements which is to be performed outside England and Wales. It may refer to that law in relation to the manner of performance and the steps to be taken in the event of defective performance; and
	(iii)	any enforcement of the obligations of the Company and SPG under the Agreements in proceedings before the English courts would be by way of grant of a remedy in the event of a breach of those obligations. The nature and availability of the remedies provided by the English courts would depend on the circumstances. These remedies, including an order by the court requiring the payment of damages or the payment of a sum due, would be available subject to principles of law, equity and procedure of general application. Some remedies, including an order by the court requiring specific performance of an obligation or the issue of an injunction, would be entirely within the discretion of the court. The possibility of obtaining any remedy would be lost if proceedings were not to be commenced within certain time limits. The English courts have power to stay proceedings, notably if concurrent proceedings are being brought elsewhere.
		Accordingly, enforcement of the obligations of the Company and SPG under the Agreements would not be certain in every circumstance.

Page 9/18 November 2005

Consent

9.      We hereby consent to the disclosure of this opinion letter as an exhibit to the Form S-3 and its consequent filing with the SEC.

Yours faithfully,

Page 10/18 November 2005

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-72862 on Form S-3 of our report dated March 15, 2005 relating to the financial statements and financial statement schedules of Shire Pharmaceuticals Group plc and to management's report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of Shire Pharmaceuticals Group plc for the year ended December 31, 2004.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

Reading, England

November 25, 2005

EX-99.1

Exhibit 99.1

CT CORPORATION

September 22,2005

Damion Jackson
Davis Polk & Wardwell
99 Gresham Street
London, United Kingdom
EC2V 7NG

RE: Designation to receive service of process in connection with (i) Amended and Restated Indenture dated September 23, 2005 (U.S. $400,000,000) between Shire Finance Limited Issuer, Shire Pharmaceuticals Group PLC and Shire PLC Guarantors to The Bank of New York Trustee; (ii) Amended and Restated Preference Shares Guarantee Agreement dated September 23, 2005 between Shire Pharmaceuticals Group PLC Guarantor, Shire PLC Guarantor, and The Bank of New York Guarantee Trustee.

Dear Mr. Jackson:

C T Corporation System (“CT”), located at 111 Eighth Avenue, New York, New York 1001, hereby accepts its appointment as agent for service of process for Shire Plc in connection with the above referenced Agreements.

We understand any process received by us shall be forwarded to:

Shire Plc
Hampshire International Business Park
Chineham
Basingstoke
Hampshire RG24 8EP
United Kingdom
Attn: Company Secretary

CT must be notified immediately of any change(s) to these addresses or the billing address.

Our charge for the first year of this appointment is $442.00. Shire Plc will be billed annually at our then current renewal rate so long as such bills continue to be paid, or until we are advised in advance in writing to discontinue our representation.

CT has not accepted this appointment on an irrevocable basis. Our acceptance of this designation and our continued representation is contingent upon our receipt of timely payment of our charges for this service.

Best Regards

/s/ Melissa Fox
Melissa Fox
Department Manager
6459070-SO
       111 Eighth Avenue
       New York, NY 10011
       A Wolters Kluwer Company