S-8

As filed with the Securities and Exchange Commission on March 1, 2010

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

SHIRE PLC

(Exact Name of Registrant as Specified in its Charter)

Jersey (Channel Islands)		98-0601486
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
	5 Riverwalk, Citywest Business Campus, Dublin 24 Republic of Ireland
(Address of Principal Executive Offices)

THE SHIRE EXECUTIVE ANNUAL INCENTIVE PLAN

 (Full Titles of the Plan(s))

Scott Applebaum

Senior Vice President and U.S. Associate General Counsel

Shire Pharmaceuticals

725 Chesterbrook Boulevard

Wayne, Pennsylvania 19087

(Name and Address of Agent for Service)

(484) 595-8800

(Telephone Number, Including Area Code, of Agent for Service)

With copies to:
John B. Meade, Esq. Davis Polk & Wardwell LLP 99 Gresham Street London EC2V 7NG +44-20-7418-1011	Kyoko Takahashi Lin, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer   o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered (2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee (5)
Ordinary Shares, nominal value £0.05 per Ordinary Share (“Ordinary Shares”)	300,000	$21.05 (3)	$6,315,000 (3)	$450.26
American Depositary Receipts (“ADRs”) evidencing American Depositary Shares, each American Depositary Share representing three Ordinary Shares, nominal value £0.05 per Ordinary Share (1)	300,000	$63.20 (4)	$18,960,000 (4)	$1,351.85
Total			$25,275,000	$1,802.11

(1) ADRs evidencing American Depositary Shares deliverable on deposit of the Ordinary Shares of Shire plc (the “Company” or the “Registrant”) have been registered pursuant to a separate Registration Statement on Form F-6 (Registration No. 333-150923) filed with the Securities and Exchange Commission (the “Commission”).  Each American Depositary Share represents three Ordinary Shares.

(2) This Registration Statement on Form S-8 (this “Registration Statement”) covers the estimated maximum aggregate number of Ordinary Shares and/or ADRs (i) issuable pursuant to the Shire Executive Annual Incentive Plan, (ii) to be issued n the future under the Plan (the “Plan”) and (iii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional Ordinary Shares and/or ADRs that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction.

(3) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary Share on the London Stock Exchange on February 24, 2010 (£13.665), converted from Pounds Sterling to U.S. Dollars at the currency cross rate at the close of the NASDAQ Stock Exchange on February 24, 2010, as reported by the Wall Street Journal (£1=U.S.$1.5398).  The proposed maximum offering price per share is rounded up to the nearest cent.

(4) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an ADR on the NASDAQ Exchange on February 24, 2010.

(5) Rounded up to the nearest cent.

PART I

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions.  The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

(a)     The Registrant’s Amended Memorandum and Articles of Association as adopted by special resolution passed on April 10, 2008 and amended by special resolution on September 24, 2008, incorporated by reference to Exhibit 99.02 to the Company’s Current Report on Form 8-K, filed on October 1, 2008.

(b)     The description of the Company’s Ordinary Shares and ADRs evidencing American Depositary Shares which is contained in the Company’s Current Report on Form 8-K, filed on May 23, 2008, including any amendments or supplements thereto.

(c)     The Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 26, 2010.

(d)     All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2009.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  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.

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Pursuant to Article 155 of the Articles of Association of the Registrant, the Company may indemnify any director of the Company out of the assets of the Registrant for any liability for which the Company may lawfully indemnify that director.

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

“Article 155.  Indemnity of Directors

Subject to the provisions of the Companies Laws, the Company may indemnify any director of the Company or of any subsidiary against any liability and may purchase and maintain for any director of the Company or of any subsidiary insurance against any liability.  No director of the Company or of any subsidiary shall be accountable to the Company or to the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.”

The relevant provision of the Companies (Jersey) Law 1991 is Article 77, which provides:

“(1) Subject to paragraphs (2) and (3), any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company shall be void.

(2) Paragraph (1) does not apply to a provision for exempting a person from or indemnifying the person against –

(a) any liabilities incurred in defending any proceedings (whether civil or criminal) –

(i) in which judgment is given in the person’s favour or the person is acquitted,

(ii) which are discontinued otherwise than for some benefit conferred by the person or on the person’s behalf or some detriment suffered by the person, or

(iii) which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the proceedings;

(b) any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company;

(c) any liability incurred in connection with an application made under Article 212 in which relief is granted to the person by the court; or

(d) any liability against which the company normally maintains insurance for persons other than directors.

(3) Nothing in this Article shall deprive a person of any exemption or indemnity to which the person was lawfully entitled in respect of anything done or omitted by the person before the coming into force of this Article.

(4) This Article does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.”

The Company 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 the Company or its affiliated companies.

The Company has entered into separate indemnity agreements with each of its current directors to indemnify the director as specified in the applicable indemnity agreement, which may provide for indemnification up to the full

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extent permitted by the Companies (Jersey) Law 1991, and will enter into a separate indemnity agreement with any new director.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit Number
4.1	Amended Memorandum and Articles of Association as adopted by special resolution passed on April 10, 2008 and amended by special resolution on September 24, 2008, incorporated by reference to Exhibit 99.02 to the Company’s Current Report on Form 8-K, filed on October 1, 2008.
4.2	Form of Deposit Agreement among Shire plc, JPMorgan Chase Bank, N.A. as depositary and all holders from time to time of ADRs issued thereunder dated November 21, 2005, incorporated by reference to Exhibit 4.02 to Shire’s Form 8-K filed on May 23, 2008.
5	Opinion of Mourant du Feu & Jeune.
23.1	Consent of Deloitte LLP, independent auditors.
23.2	Consent of Mourant du Feu & Jeune (included in Exhibit 5).
24	Power of Attorney (included in the signature pages hereof).
99.1	The Shire Executive Annual Incentive Plan.

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

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

(ii)     To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement;

(iii)    To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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.

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(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, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 Registrant will, unless in the opinion of its 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Shire plc, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tilford, Surrey, United Kingdom, on the 26th day of February, 2010.

SHIRE PLC
By:	/s/ Angus Russell
	Name:  Angus Russell Title:  Chief Executive Officer

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POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Angus Russell and Graham Hetherington as his or her true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of 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 each of said attorneys-in-fact and agents 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 each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed this 26th day of February, 2010 by the following persons in the following capacities.

Signature	Title	Date
/s/ Angus Russell Angus Russell	Chief Executive Officer and Director (Principal Executive Officer)	February 26, 2010
/s/ Graham Hetherington Graham Hetherington	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	February 26, 2010
______________________ Matthew Emmens	Chairman and Non-Executive Director	____________
/s/ David Kappler David Kappler	Deputy Chairman and Senior Independent Non-Executive Director	February 26, 2010
/s/ Patrick Langlois Patrick Langlois	Non-Executive Director	February 26, 2010
______________________ Dr. Jeffrey Leiden	Vice Chairman and Non-Executive Director	____________
______________________ David Stout	Non-Executive Director	____________
/s/ Kate Nealon Kate Nealon	Non-Executive Director	February 26, 2010

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EXHIBIT INDEX

Exhibit Number
4.1	Amended Memorandum and Articles of Association as adopted by special resolution passed on April 10, 2008 and amended by special resolution on September 24, 2008, incorporated by reference to Exhibit 99.02 to the Company’s Current Report on Form 8-K, filed on October 1, 2008.
4.2	Form of Deposit Agreement among Shire plc, JPMorgan Chase Bank, N.A. as depositary and all holders from time to time of ADRs issued thereunder dated November 21, 2005, incorporated by reference to Exhibit 4.02 to Shire’s Form 8-K filed on May 23, 2008.
5	Opinion of Mourant du Feu & Jeune.
23.1	Consent of Deloitte LLP, independent auditors.
23.2	Consent of Mourant du Feu & Jeune (included in Exhibit 5).
24	Power of Attorney (included in the signature pages hereof).
99.1	The Shire Executive Annual Incentive Plan.

EX-5

EXHIBIT 5

Mourant du Feu & Jeune

22 Grenville Street

St Helier

Jersey JE4 8PX

Channel Islands

T +44 (0)1534 609 000

F+44 (0)1534 609 333

www.mourant.com

The Directors

Shire plc

5 Riverwalk

Citywest Business Campus

Dublin 24

Republic of Ireland

26 February 2010

3000854/MARTP/MdFJ/2422094/4

Dear Sirs

Shire plc (the Company) – The Shire Executive Annual Incentive Plan (the Plan)

We have acted as Jersey legal advisers to the Company in connection with the registration statement on Form S-8 to be dated on or about 26 February 2010 (the Form S-8) relating to the Plan.

Under the Plan, the Company has granted, and may from time to time grant, awards of Plan Shares (as defined below) to employees of the Company or one of its subsidiaries (each, an award holder).

1. Documents examined

(a) For the purposes of this opinion we have examined and relied upon copies of the following documents:

(i) a draft of the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission; and

(ii) the Company’s memorandum and articles of association.

(b) For the purposes of this opinion, we have, with the Company’s consent, relied upon certificates or other written confirmations of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.

(c) For the purposes of this opinion, we have not:

(i) examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S-8); and

(ii) undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

(d) In this opinion:

(i) non-assessable means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the purchase price of those Plan Shares pursuant to an award made under the Plan; and

Mourant du Feu & Jeune is a Jersey partnership

Partners: D J Birtwistle, G R P Corbin, E C Devenport, S J Felton, S M Gould, T J Herbert, R A Hickling, J E Hill, I C James, B H Lacey, W Lambert, J H Rainer, J A Richomme, G A Rigby, J D Rigby, B C Robins, J F Ruane, J P Speck, A J R Syvret, J C Walker.

Senior Associates: M W Cook, M J D Crill, M Eccles, M J Haines, N M Hamel, J Harvey-Hills, R Khiani, B Lincoln, G A Pollano, H E Ruelle, C J Swart.

Consultants: K S Baker, C E Coutanche, J D P Crill, R R Jeune C B E, P de C Mourant

Cayman – Guernsey – Jersey – London

Page 2 Shire plc 26 February 2010 3000854/MARTP/MdFJ/2422094/4

(ii) Plan Shares means ordinary shares of 5 pence each in the capital of the Company which are to be issued or transferred to an award holder (or to the Company’s depositary on behalf of the award holder) pursuant to, or in connection with, an award made or to be made under the Plan.

(e) In this opinion, headings are for convenience only and do not affect its interpretation.

2. Assumptions

In giving this opinion, we have assumed:

(a) that the rules of the Plan have been properly adopted by the Company and that the Plan has been, and will at all times be, operated in accordance with its rules;

(b) that the Company’s board of directors (or a duly authorised committee thereof):

(i) has duly authorised and granted all awards of Plan Shares granted and will duly authorise and grant all awards of Plan Shares to be granted; and

(ii) has resolved to satisfy all awards of Plan Shares granted and will resolve to satisfy all awards of Plan Shares to be granted,

by the Company, in a manner consistent with their fiduciary duties and in accordance with the rules of the Plan and the Company’s articles of association;

(c) that all Plan Shares currently in issue which may be transferred to an award holder (or to the Company’s depositary on behalf of the award holder) under the Plan in settlement of an award have been validly issued and are credited as fully paid;

(d) that a meeting of the Company’s board of directors (or a duly authorised committee thereof) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue, or (where applicable) approve the transfer of, the Plan Shares to the relevant award holder (or to the Company’s depositary on behalf of the award holder);

(e) that the shareholders of the Company have conferred, or will confer, on the directors of the Company any authority to allot ordinary shares necessary under the Company’s articles of association for the directors to allot and issue the Plan Shares;

(f) that no allotment and issue of Plan Shares will result in a breach of any authority to allot ordinary shares conferred on the directors of the Company by shareholders of the Company or in the authorised share capital of the Company being exceeded;

(g) that no Plan Shares have been, or will be, issued at a price less than their nominal value;

(h) that all Plan Shares have been, or will be, duly allotted and issued and (where applicable) transferred in accordance with the Company’s articles of association;

(i) the authenticity, accuracy, completeness and conformity to original documents of all documents and officers’ certificates examined by us;

(j) that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any director or secretary of the Company are genuinely those of the persons whose signatures they purport to be;

(k) that words and phrases used in the Form S-8 have the same meaning and effect as they would if the Form S-8 were governed by Jersey law;

Page 3 Shire plc 26 February 2010 3000854/MARTP/MdFJ/2422094/4

(l) that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and

(m) that no event occurs after today’s date that would affect anything in this opinion.

3. Opinion

As a matter of Jersey law and based on, and subject to, the assumptions, limitations and qualifications set out in this opinion, we are of the opinion that:

(a) in relation to any Plan Shares to be allotted and issued to an award holder (or to the Company’s depositary on behalf of the award holder) under the Plan in settlement of the award holder’s award, upon the:

(i) receipt in full by the Company of all amounts payable by the award holder under the Plan in respect of the award holder’s award; and

(ii) entry of the name of the award holder (or the Company’s depositary on behalf of the award holder) as the holder of those Plan Shares in the Company’s register of members,

those Plan Shares will be validly issued, fully paid and non-assessable; and

(b) in relation to any Plan Shares to be transferred to an award holder (or to the Company’s depositary on behalf of the award holder) under the Plan in settlement of the award holder’s award, upon the:

(i) receipt in full by the Company of all amounts payable by the award holder under the Plan in respect of the award holder’s award; and

(ii) entry of the name of the award holder (or the Company’s depositary on behalf of the award holder) as the holder of those Plan Shares in the Company’s register of members,

the award holder (or the Company’s depositary on behalf of the award holder) will be the legal owner of those Plan Shares and those Plan Shares will be non-assessable.

4. Qualifications

Our opinion is subject to any matter of fact not disclosed to us and to the following qualifications:

(a) under Jersey law and the Company’s articles of association, there are restrictions on the transfer of shares and exercise of voting rights in certain 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) under the Company’s articles of association, 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 notice by the Company requesting such disclosure;

(iii) under the Company’s articles of association (but subject to the Companies (Uncertificated Securities) (Jersey) Order 1999 where applicable) the board of directors of the Company may decline to register certain transfers of shares;

Page 4 Shire plc 26 February 2010 3000854/MARTP/MdFJ/2422094/4

(iv) after the declaration of the property of the Company en désastre or the commencement of the insolvent winding up of the Company, a transfer of shares in the Company is void without the sanction of the Viscount or (as the case may be) the liquidator;

(v) a company or the Jersey 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 company’s articles of association (if they so provide), concerning the ownership of shares; and

(vi) there may be circumstances in which a holder of shares is obliged to transfer those shares under the provisions of the Companies (Jersey) Law 1991, for example, following the implementation of a takeover when 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, the holder may not transfer those shares to another 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; and

(c) the obligations of the Company under, or in respect of, the Plan Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.

5. Jersey law

This opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.

6. Benefit of opinion

(a) This opinion is only addressed to, and for the benefit of, the Company. It is given solely in connection with the issue and transfer of Plan Shares pursuant to the Plan. This opinion may not, without our prior written consent, be transmitted or disclosed to, or used or relied upon by, any other person (including, without limitation, any award holder) or be relied upon for any other purpose whatsoever.

(b) We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission.

Yours faithfully

/s/ Mourant du Feu & Jeune

Mourant du Feu & Jeune

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Shire Executive Annual Incentive Plan of our reports dated February 26, 2010 relating to the consolidated financial statements and financial statement schedule of Shire plc, the effectiveness of Shire plc's internal control over financial reporting and to the financial statements of Shire Income Access Trust Fund, appearing in the Annual Report on Form 10-K of Shire plc for the year ended December 31, 2009.

/s/ Deloitte LLP

DELOITTE LLP

London, United Kingdom

February 26, 2010

EX-99.1

Exhibit 99.1

THE SHIRE EXECUTIVE ANNUAL INCENTIVE PLAN

___________________________

Plan adopted by the Company on 8 February 2007

___________________________

THE SHIRE EXECUTIVE ANNUAL INCENTIVE PLAN

ARTICLE I.

DEFINITIONS

As used herein, the following terms shall have the following meanings:

1.1.         “Account” means the recording of an individual record established and maintained for each Participant for purposes of determining the amount payable to the Participant pursuant to the Plan.  The establishment of an Account shall not require segregation of any funds of the Company or any Participating Employer or provide any Participant with any rights to any assets of the Company or any Participating Employer, except as a general creditor thereof. A Participant shall have no right to receive payment of any amount credited to the Participant’s Account except as expressly provided under the Plan.

1.2.         “ADS” means an American Depository Share representing Shares.

1.3.         “Award” means the actual incentive award earned by a Participant under Article III of the Plan consisting of a Cash Award and a Restricted Share Award.

1.4.         “Award Opportunity” means the various levels of incentive awards, which a Participant may earn under the Plan, as established pursuant to Article III.

1.5.         “Base Salary” means the regular base salary earned by a Participant during the Plan Year, except as otherwise determined by the Committee in its sole discretion.

1.6.         “Board” means the Board of Directors of the Company or, if the Board so directs, the Committee acting on behalf of the Board in the exercise of any and all powers and duties of the Board pursuant to this Plan.

1.7.         “Cause” means a reason which justifies a Participant’s summary dismissal.

1.8.         “Cash Award” means the portion of a Participant’s Award which is payable in cash, as determined by the Committee.

1.9.         “Change in Control” means:

1.9.1 If any person obtains control of the Company (within the meaning of section 840 of the UK Income and Corporation Taxes Act 1988) as a result of making a general offer to acquire the whole of the issued share capital of the Company or to acquire all the shares in the Company which are of the same class as the Shares.

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1.9.2 If there occurs an arrangement as a result of which the Company will be controlled by a new company and:

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

1.9.2.2 Participants are to be offered replacement Restricted Share Awards, then notwithstanding the previous provision of Section 1.9.1 above, Participants who hold Restricted Share Awards which are entitled to be released apart from the provisions in Section 1.9 shall not be released;

provided, however, that, with respect to any Participant subject to Section 409A of theCode, no distribution shall be made under Section 6.2 upon a Change in Control, unlesssuch Change in Control meets the requirements of a ‘change in control event,’ as set forth in Treasury Regulation §1.409A-3(i)(5).

1.10.       “Code” means the Internal Revenue Code of 1986, as amended.

1.11.       “Committee” means the Remuneration Committee of the Board, provided that, with respect to awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such committee shall consist of two (2) or more individuals who are “outside directors” within the meaning of Section 162(m) of the Code, as amended from time to time.

1.12.       “Company” means Shire plc, a company incorporated under the laws of Jersey, Channel Islands, or any successor corporation.

1.13.       “Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

1.14.       “Employee” means an officer or other employee of a Participating Employer including a director who is such an employee.

1.15.       “Employer” means the Company and any other entity included with the Company in a controlled group of corporations or trades or businesses within the meaning of Code Section 409A.

1.16.       “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.17.       “Fair Market Value” means on any given date, the closing price of a Share or ADS at which transactions in Shares and ADSs take place on the London Stock Exchange and the NASDAQ respectively, on that date or, if the Shares were not traded on such date, on the last

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preceding day on which the Shares traded.  If at any time the Shares are not listed on any securities exchange, the Fair Market Value shall be the fair value of such Shares as determined in good faith by the Committee, in accordance with applicable law.

1.18.       “Normal Distribution Date” means, with respect to any Restricted Share Award, the third anniversary of the day on which the Shares or ADSs are purchased, or if such date does not fall on a business day, the Normal Distribution Date shall be the following business day.

1.19.       “Participant” means an Employee who is participating in the Plan pursuant to Article II.

1.20.       “Participating Employer” means the Company and any Subsidiary from time to time.

1.21.       “Plan” means the Shire Executive Annual Incentive Plan as set forth herein and as amended from time to time.

1.22.       “Plan Year” means the calendar year.

1.23.       “Restricted Share” means a notional entry that is entered in a Participant’s Account which represents the value of one Share (or an equivalent value of ADSs) in accordance with the terms of this Plan.  

1.24.       “Restricted Share Awards” means the portion of a Participant’s Award which is payable in Shares or ADSs, as determined by the Committee.

1.25.       “Retirement” means

1.25.1 retirement on or after the Participant’s normal retirement date as specified in his contract of employment (or if there is no such date, his 65th birthday); or

1.25.2  his retirement before that date with the consent of the Company.

1.26.       “Specified Employee” means, for any 12-month period beginning on April 1 and ending on the following March 31, a Participant who, as of the preceding December 31, was (i) an officer of the Employer having annual compensation (as defined in Section 414(q)(4) of the Code) greater than $130,000 (as adjusted under Section 416(i)(1) of the Code), (ii) a “five-percent owner” of the Company (as defined in Section 416(i)(1)(B) of the Code), or (iii) a person having annual compensation (as defined in Section 414(q)(4) of the Code) from the Employer of more than $150,000 and who would be classified as a “five-percent owner” of the Company under Section 416(i)(1)(B) of the Code if “one percent” were substituted for “five percent” each time it appears in the definition of such term.

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

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1.28.       “Subsidiary” has the meaning given to it by section 2 of the Companies (Jersey) Law 1991.

1.29.       “Target Incentive Award Percentage” means the percentage of Base Salary to be paid to a Participant when 100% of performance measures are achieved, as established pursuant to Article III.

1.30.       “Trust” means a rabbi trust or employee benefits trust, as applicable.

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

1.32.       “US Participant” means a Participant who is a U.S. taxpayer.

ARTICLE II.

ELIGIBILITY

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

ARTICLE III.

AWARD DETERMINATION

3.1.         Performance Standards and Target Awards.  The CEO shall establish the individual performance goals for each Plan Year for Participants (except for the CFO and himself).  The CEO shall recommend to the Committee the individual performance goals for each Plan Year for Executive Directors (except for himself). The CEO shall approve the Target Incentive Award Percentage and the Award Opportunity for each Plan Year for Participants (except for himself).  The Committee shall establish the individual performance goals, the Target Incentive Award Percentage and the Award Opportunity for each Plan Year for the CEO and approve the individual performance goals for each Plan Year for the CFO.  The Committee shall approve the corporate and business performance goals for each Plan Year for Participants. Notwithstanding the foregoing, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, prior to the beginning of each Plan Year, or as soon as practicable thereafter (but in no event more than ninety (90) days after the beginning of such Plan Year), the Committee shall, in its sole discretion, establish in writing the individual, corporate and business performance goals, the Target Incentive Award Percentage and the Award Opportunity for each Participant for that Plan Year.  

3.1.1     Performance Goals.  The performance goals may include, without limitation, any combination of financial, non-financial and individual performance goals based upon corporate performance, business performance and individual performance, as established by the Committee and the CEO as described in paragraph 3.1 above. Notwithstanding the

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foregoing, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the performance goals may include, without limitation, any combination of financial, non-financial and individual performance goals, as determined by the Committee, based upon: (a) the price of Shares (or ADSs), (b) the market share of the Company or its Subsidiaries (or any business unit thereof), (c) sales by the Company or its Subsidiaries (or any business unit thereof), (d) earnings per Share (or ADS), (e) return on shareholder equity of the Company, (f) costs of the Company or its Subsidiaries (or any business unit thereof), (g) cash flow of the Company or its Subsidiaries (or any business unit thereof), (h) return on total assets of the Company or its Subsidiaries (or any business unit thereof), (i) return on invested capital of the Company or its Subsidiaries (or any business unit thereof), (j) return on net assets of the Company or its Subsidiaries (or any business unit thereof), (k) operating income of the Company or its Subsidiaries (or any business unit thereof), (l), earnings before interest, taxes, depreciation and amortization (“EBITDA”), including EBITDA as may be adjusted pursuant to the Company’s or a Subsidiary’s credit agreements or otherwise, (m) individual goals or (n) net income of the Company or its Subsidiaries (or any business unit thereof).

3.1.2     The performance period with respect to which Awards may be payable under the Plan shall generally be the Plan Year; provided, however, that the Committee shall have the authority and discretion to designate different performance periods under the Plan.

3.1.3     Employees who are eligible to participate in the Plan shall be notified of the performance goals and the related Award Opportunities for the relevant Plan Year (or other performance period), as soon as practicable.

3.2.         Adjustment of Performance Goals and Award Opportunity.  The CEO (or, in respect to the performance goals of the CEO and the CFO, the Committee) shall have the right to adjust the performance goals (either up or down) during a Plan Year or adjust a Participant’s Award Opportunity in the event a Participant changes job levels during a Plan Year.  Notwithstanding the foregoing, if Awards are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustment shall only be made by the Committee, and only to the extent permitted by Section 162(m) of the Code and the regulations and interpretative rulings thereunder, if the Committee determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals and have unduly influenced the Participating Employer’s ability to meet them.  

3.3.         Determination of Awards.  As soon as practicable following receipt of the Company’s audited financial statements with respect to each Plan Year, the CEO shall submit final Award determinations to the Committee for approval based on each Participant’s achievement of the performance goals (except for the CFO and himself).  At such time, the Committee shall determine and approve the CEO’s and CFO’s Award based on the CEO’s and CFO’s achievement of performance goals.  Notwithstanding the foregoing, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify in writing the extent to which the Company (or any Subsidiary or business unit thereof) and/or each Participant has achieved the performance goals for such

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Plan Year, including the specific target objective(s) and the satisfaction of any other material terms of the Awards, and the Committee shall approve the amount of each Participant's Award for the relevant period, specifying the amount of the Cash Award and the Restricted Share Award.

3.4.         Annual Limitation.  The maximum Award payable to a Participant for any Plan Year shall not exceed $10 million.

ARTICLE IV.

PAYMENT OF AWARDS

4.1.         Form and Timing of Payment.  Except as provided in Section 4.2 below, each Cash Award shall be paid to the Participant in a single cash payment in the year following the year during which such Cash Award was earned; such payment to be made as soon as practicable following determination of Awards with respect to each Plan Year in accordance with Article III, but in no event later than December 31 of such Plan Year.  Restricted Share Awards shall be paid in accordance with Article VI hereof.

4.2.         Payment of Partial Awards.

4.2.1.      Death.  Upon a Participant’s death during a Plan Year, the Participant shall receive a prorated Award for the portion of the Plan Year prior to his death, based on the achievement of performance goals prior to the Participant’s death.  Notwithstanding any other provision of the Plan, the aggregate Award shall be paid in cash and shall be paid to the Participant’s estate as soon as practicable following the Participant’s death, but no later than 90 days following such event.

4.2.2.      Termination of Employment Without Cause, Retirement or Disability.  Upon a Participant’s termination of employment (i) by the Company without Cause; (ii) due to Retirement; or (iii) due to Disability, the Participant shall receive a prorated Award for the portion of the Plan Year prior to the Participant’s termination of employment, based on the achievement of performance goals prior to such termination.  In such event, the prorated Cash Award will be paid as soon as practicable following the Participant’s termination of employment, but no later than 90 days following such event.  The prorated Restricted Share Award shall be paid in accordance with Article VI hereof.

4.2.3.      Other Terminations.  Upon a Participant’s termination of employment for any reason other than as described above, the Committee may, in its sole discretion, compute and pay a partial Award or no Award for the portion of the Plan Year that an Employee was a Participant.  The Cash Award, if any, shall be paid as soon as practicable following the Participant’s termination of employment but no later than 90 days following such event.  The Restricted Share Award, if any, shall be paid in accordance with Article VI hereof.

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ARTICLE V.

ACCOUNT ADMINISTRATION

5.1.           Crediting the Account.  As of March 31 or, if such date does not fall on a business day, the last preceding business day, a number of Shares (or ADSs, as applicable) shall be credited to the Participant’s Account, representing the value of the Restricted Share Award divided by the Fair Market Value of the Shares (or ADSs, as applicable).

5.2.           Dividends.  No dividend shall be paid with respect to any Restricted Share Award unless otherwise determined by the Committee as of the grant date of such Restricted Share Award.  If the Committee determines that dividends will be paid, the Participant’s Account will be increased by an amount, if any, that represents the equivalent value that would have accrued from dividends over the period of time the Participant’s Account is credited with Restricted Shares.  If the Participant dies prior to the date the Restricted Share Award is distributed, the dividends, if payable, will be based on the shortened period.

5.3.          Share Adjustments.  The Committee shall adjust each Participant’s Account as the Committee determines is appropriate to reflect any dividend, share split, combination of shares, merger, share exchange, consolidation or any other change in the corporate structure of the Company or the Shares.

5.4.           No Shareholders’ Rights. The crediting of Restricted Shares to a Participant’s Account shall not give any Participant any right or interest in any Shares (or ADSs, as applicable) that may be held from time to time in a Trust incident to the Plan or otherwise.

ARTICLE VI.

ACCOUNT DISTRIBUTIONS

6.1.           Vesting.  A Participant shall be fully vested in all amounts credited to his Account at all times; provided, however, that if a Participant’s employment is terminated by the Employer for Cause prior to the applicable Normal Distribution Date with respect to any Restricted Share Award, such award shall be forfeited and the Participant shall have no rights with respect to such Restricted Shares.

6.2.           Normal Distribution of Account.  Subject to Sections 6.1, 6.3 and 6.4, a Restricted Share Award shall be distributed on the applicable Normal Distribution Date.  Payment shall be made in Shares or ADSs, as determined by the Committee in its sole discretion.

6.3.           Distributions Upon a Change in Control. Upon a Change in Control, the entire value of a Participant’s Account shall be distributed to the Participant.  Distribution shall be made as soon as practicable following the Change in Control, but no later than 90 days following such event.

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6.4.           Distributions on Termination of Employment Due to Death.  In the event of a Participant’s termination of employment due to death, such Participant’s Account shall be distributed to his estate as soon as practicable following death, but no later than 90 days following such event.

6.5.           Specified Employee.  Notwithstanding any other provision of the Plan, if the Participant is a Specified Employee when a payment would otherwise be made, and such payment would otherwise subject the Participant to any tax, interest or penalty imposed under Section 409A of the Code (or any regulations or any guidance promulgated thereunder or with respect to) if the payment would be made within six months of the Participant’s termination of employment with the Company (and its Subsidiaries), then such payment shall be made on or after six months after the date of such termination.

ARTICLE VII.

FUNDING

7.1.           In General.  The obligations of the Company and other Participating Employers to distribute benefits under this Plan shall be interpreted solely as an unfunded, contractual obligation to distribute only those amounts determined pursuant to the terms of this Plan.

7.2.           U.S. Participants.  With respect to any amounts payable to U.S. Participants under the Plan, any assets set aside, including any assets transferred to a Trust or purchased by the Company or other Participating Employer, shall be subject to the claims of the Company’s or the Participating Employer’s general creditors, and no person other than the Company or the Participating Employer shall, by virtue of the provisions of the Plan, have any interest in such assets. All amounts payable pursuant to this Plan may, in the Committee’s discretion, be transferred to a Trust as soon as practicable after such amounts are allocated to a Participant’s Account.

7.3.           Non-US Participants.  With respect to any amounts payable to non-U.S. Participants under the Plan, any assets set aside, including any assets transferred to the Shire Employee Benefit Trust, shall be transferred, paid or applied only for the benefit of the beneficiaries of the trust.

ARTICLE VIII.

ADMINISTRATION

8.1.           Administration. The Plan will be administered by the Committee and the Committee shall have full discretionary authority to: (a) create and revise rules and procedures for the administration of the Plan; (b) interpret the Plan and all related rules and procedures; (c) select Participants for the Plan; (d) resolve and determine all disputes or questions arising under the Plan, including the power to determine the rights of Participants and beneficiaries and to remedy any ambiguities, inconsistencies or omissions in the Plan; and (e) take any other actions

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and make any other determinations as it may deem necessary and proper for the administration of the Plan.  Any expenses incurred in the administration of the Plan will be paid by the Company and/or other Participating Employer.

8.2.           Administrative Review.  Except as the Committee may otherwise determine, the administration of the Plan, including without limitation, all decisions and determinations by the Committee shall be final and binding upon all Participants.

8.3.           General.  The Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith and in reliance upon the advice or opinion of any persons, firms or agents retained by it, including but not limited to accountants, actuaries, counsel and other specialists. Nothing in this Plan shall preclude the Company or any other Participating Employer from indemnifying the members of the Committee for all actions under this Plan, or from purchasing liability insurance to protect such persons with respect to the Plan.

ARTICLE IX.

AMENDMENT AND TERMINATION

9.1.           The Committee shall have the right to modify or amend the Plan at any time and from time to time, and shall have the right to discontinue or terminate the Plan at any time and from time to time; provided, however, that no modification, amendment, discontinuance or termination may, without the consent of a Participant, adversely affect the rights of such Participant to amounts previously credited to his Account or reduce the right of such Participant to a payment or distribution hereunder which he has already earned and to which he is otherwise entitled.  In the event of a Plan termination, amounts to which a Participant may be entitled shall be paid in accordance with the Plan’s provisions in effect immediately prior to such termination.

ARTICLE X.

MISCELLANEOUS

10.1.          Non-Guarantee of Employment.  Participation in the Plan does not give any Employee any right to be retained in the service of the Employer.  Nothing in the Plan shall interfere with or limit in any way the right of the Employer to terminate a Participant’s employment at any time.

10.2.          Rights of Participants to Benefits.  All rights of a Participant under the Plan to amounts credited to the Participant’s Account are mere unsecured contractual rights of the Participant.  Each Participating Employer shall be primarily responsible for payment of benefits hereunder to the Participants it employs.  In the event a Participating Employer fails to pay any amount due under this Plan for any reason, the Company shall be jointly and severally liable for the payment of such amount.

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10.3.          No Assignment.  No amounts credited to Accounts nor any rights or benefits under the Plan shall be subject in any way to voluntary or involuntary alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance, and any attempt to accomplish the same shall be void.

10.4.          Unfunded Plan.  The Plan is an unfunded plan that is not intended to be (a) subject to Parts 2, 3 or 4 of Title I, Subtitle B of the Employee Retirement Income Security Act of 1974, as amended or (b) qualified under Code Section 401(a).

10.5.          Required Withholding.  All Awards under the Plan shall be subject to applicable federal (including FICA), state, and local tax withholding requirements, and the withholding requirements of other applicable taxing authorities.  The Participating Employer shall have the right to deduct from any Cash Award, or from other wages paid to the Participant, any taxes required by law to be withheld with respect to such Award (or portion thereof).  With respect to any Restricted Share Award, the Company or the Trustee will sell on behalf of the Participant sufficient of the Shares (or ADSs, as applicable) that would otherwise be transferred to the Participant on that vesting so that the net proceeds of the sale equal the Participant’s minimum applicable withholding tax rate for federal (including FICA), state, local, and other tax liabilities.

10.6.          Gender.  The masculine shall be read in the feminine, the singular in the plural, and vice versa, whenever the context shall so require.

10.7.          Titles.  The titles to articles and sections in this Plan are placed herein for convenience of reference only, and the Plan is not to be construed by reference thereto.

10.8.          Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

10.9.          Successors.  All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

10.10.        Governing Law. Except to the extent preempted by applicable US federal laws, the Plan shall be construed according to Delaware law, other than its conflict of laws principles.

10.11.        Other Plans.  Except as specifically provided herein, nothing in this Plan shall be construed to affect the rights of a Participant, a Participant’s beneficiaries, or a Participant’s estate to receive any retirement or death benefit under any tax-qualified or nonqualified pension plan, deferred compensation agreement, insurance agreement or other retirement plan of the Employer.

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