S-8

As filed with the Securities and Exchange Commission on December 13, 2017

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.)
	Miesian Plaza Blocks 2 and 3 50-58 Baggot Street Lower Dublin 2, D02 Y754 Ireland (Address of Principal Executive Offices)

The Shire Executive Annual Incentive Plan

(Full Titles of the Plan(s))

William Mordan
General Counsel and Company Secretary
Shire PLC
Miesian Plaza

Blocks 2 and 3

50-58 Baggot Street Lower

Dublin 2, D02 Y754

Ireland

(Name and Address of Agent for Service)

+353 1 609 6000
(Telephone Number, Including Area Code, of Agent for Service)

With copies to:  

John B. Meade, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 0017 (212) 450-4000 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 ☒	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered (2)	Proposed Maximum Offering Price Per Share (3)(4)	Proposed Maximum Aggregate Offering Price (3)(4)	Amount of Registration Fee (4)
Ordinary Shares, nominal value £0.05 per Ordinary Share, to be issued under the Shire Executive Annual Incentive Plan (1)	9,400	$47.24	$444,056	$55.28
American Depository Shares, each representing three Ordinary Shares (1) (“ADSs”)	3,134	-	-	-

(1) The Ordinary Shares of Shire plc (the “Company” or the “Registrant”) may be represented by the Registrant’s ADSs, evidenced by American Depositary Receipts (“ADRs”), each representing three Ordinary Shares. Separate Registration Statements on Form F-6 were filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2014 (with a Post-Effective Amendment No. 1 filed with the Commission on Form F-6 POS on May 8, 2017) and May 4, 2016, for the registration of ADSs evidenced by ADRs issuable upon deposit of Ordinary Shares.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant that may become issuable under the Shire Executive Annual Incentive Plan as a result of any stock split, stock dividend or similar transaction.

(3) Estimated pursuant to Rule 457(c) and Rule 457(h) 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 December 7, 2017 (£35.47), converted from Pounds Sterling to U.S. Dollars at the currency cross rate at the close of the NASDAQ Stock Exchange on December 12, 2017, as reported by the Wall Street Journal (£1=U.S.$1.3318).

(4) Rounded up to the nearest cent.

EXPLANATORY NOTE

Shire plc, a company organized under the laws of Jersey (Channel Islands) (the “Company” or the “Registrant”), is filing this Registration Statement on Form S-8 with respect to up to 9,400 of its Ordinary Shares, nominal value £0.05 per share, to be issued under the Shire Executive Annual Incentive Plan (the “EAIP”). The Company filed a Form S-8 on March 1, 2010 (File No. 333-165137), which registered 300,000 Ordinary Shares for issuance under the EAIP.  Pursuant to General Instruction E to Form S-8, the contents of the previous registration statements relating to the EAIP (File No. 333-165137) are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The reports listed below have been filed with or furnished to Commission by the Registrant and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 22, 2017.

(b)All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) since December 31, 2016.

(c)The description of the Registrant’s Ordinary Shares and ADRs evidencing ADSs contained in the Registrant’s Current Report on Form 8-K, filed with the Commission on May 23, 2008, including any amendments or supplements thereto.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.   Not applicable.

ITEM 8. EXHIBITS.   The following exhibits are included or incorporated herein by reference:

4.1 Memorandum of Association as adopted by special resolution passed on April 10, 2008 and amended by special resolution on September 24, 2008 and by further special resolution on April 28, 2016, and Articles of Association as

	amended and adopted by special resolution on April 25, 2017, incorporated by reference to Registration Statement on Form S-8 filed on December 13, 2017.
4.2	Amended and Restated Deposit Agreement, dated as of May 23, 2011, among the Company, Citibank, N.A., as depositary, and all holders and beneficial owners from time to time of ADRs issued thereunder evidencing ADSs, incorporated by reference to Registration Statement on Form F-6 filed on November 14, 2014.
5.1	Opinion of Mourant Ozannes, as to the legality of the Ordinary Shares being issued pursuant hereto.
23.1	Consent of Deloitte LLP, Independent Registered Public Accounting Firm of Shire plc.
23.2	Consent of Deloitte LLP, Independent Registered Public Accounting Firm of Shire plc.
23.3	Consent of Mourant Ozannes (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature pages hereof).
99.1	Shire Executive Annual Incentive Plan (filed herewith).

EXHIBIT INDEX

Exhibit Number
4.1	Memorandum of Association as adopted by special resolution passed on April 10, 2008 and amended by special resolution on September 24, 2008 and by further special resolution on April 28, 2016, and Articles of Association as amended and adopted by special resolution on April 25, 2017, incorporated by reference to Registration Statement on Form S-8 filed on December 13, 2017.
4.2	Amended and Restated Deposit Agreement, dated as of May 23, 2011, among the Company, Citibank, N.A., as depositary, and all holders and beneficial owners from time to time of ADRs issued thereunder evidencing ADSs, incorporated by reference to Registration Statement on Form F-6 filed on November 14, 2014.
5.1	Opinion of Mourant Ozannes, as to the legality of the Ordinary Shares being issued pursuant hereto.
23.1	Consent of Deloitte LLP, Independent Registered Public Accounting Firm of Shire plc.
23.2	Consent of Deloitte LLP, Independent Registered Public Accounting Firm of Shire plc.
23.3	Consent of Mourant Ozannes (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature pages hereof).
99.1	Shire Executive Annual Incentive Plan (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Lexington, Massachusetts, on the 13^th day of December, 2017.

SHIRE PLC
By	/s/  Flemming Ornskov, M.D.
	Name:	Flemming Ornskov, M.D.
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints each of Flemming Ornskov, M.D. and William Mordan 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 on Form S-8 (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), which amendments may make such other changes in this Registration Statement as such attorney-in-fact deems appropriate, and any registration statements filed by the Registrant pursuant to Rule 462(b) of the Securities Act relating thereto, 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.

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

Signature	Title	Date
/s/ Flemming Ornskov, M.D.		December 13, 2017
Flemming Ornskov, M.D.	Chief Executive Officer and Director	Date
/s/ Jeffrey Poulton		December 13, 2017
Jeffrey Poulton	Chief Financial Officer and Director	Date
/s/ Susan Kilsby		December 13, 2017
Susan Kilsby	Chairman	Date
/s/ William Burns		December 13, 2017
William Burns	Senior Independent Director	Date
/s/ Dominic Blakemore		December 13, 2017
Dominic Blakemore	Non-Executive Director	Date
/s/ Olivier Bohuon		December 13, 2017
Olivier Bohuon	Non-Executive Director	Date
/s/ Ian Clark		December 13, 2017
Ian Clark	Non-Executive Director	Date

/s/ Gail Fosler		December 13, 2017
Gail Fosler	Non-Executive Director	Date
/s/ Steven Gillis, Ph.D.		December 13, 2017
Steven Gillis, Ph.D.	Non-Executive Director	Date
/s/ David Ginsburg, M.D.		December 13, 2017
David Ginsburg, M.D.	Non-Executive Director	Date
/s/ Siloo Sara Mathew		December 13, 2017
Siloo Sara Mathew	Non-Executive Director	Date
/s/ Anne Minto		December 13, 2017
Anne Minto	Non-Executive Director	Date
/s/ Albert Stroucken		December 13, 2017
Albert Stroucken	Non-Executive Director	Date

AUTHORIZED U.S. REPRESENTATIVE

/s/ William Mordan

Shire plc

By: William Mordan, as the duly authorized
representative of Shire plc in the United States

Date: December 13, 2017

EX-5.1

EXHIBIT 5.1

22 Grenville Street

St. Heller

Jersey JE4 BPX

Channel Islands

T+44 1534 676 000

F+44 1534 676 333

Mourantozannes.com

Shire plc   

22 Grenville Street

St Helier  

Jersey JE4 8PX  

Channel Islands      

13 December 2017

Our ref: 3000854/71796814/4

Dear Sirs

Shire plc (the Company)

The Shire Executive Annual Incentive Plan (the Plan)

We have acted as Jersey legal advisers to the Company and are giving this opinion in connection with the Company's Registration Statement on Form S-8 (the Form S- 8) to be filed with the United States Securities and Exchange Commission on or about December 13, 2017.

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 and related matters

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

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

(b) the terms of the Plan (the Plan Terms), which is governed by Delaware law; and

(c) the Company's memorandum and articles of association.

1.2 For the purposes of this opinion, we have, with the Company's consent, relied upon a certificate from an officer or the secretary of the Company as to matters of fact, without having independently verified such factual matters.

1.3 For the purposes of this opinion, we have not:

(a) 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 or the Plan Terms); or

(b) undertaken any exercise that is not described in this opinion and, in particular, we have not examined any contracts, instruments or other documents entered into or affecting the Company or conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

1.4 In this opinion:

(a) 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;

(b) 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, and Plan Share means any of them;

(c) Jersey Companies Law means the Companies (Jersey) Law 1991, as amended;

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

2. Assumptions

In giving this opinion, we have assumed:

2.1 that the Plan Terms have been properly adopted by the Company's board of directors (or a duly authorised committee thereof) and the Plan has been, and will at all times be, operated in accordance with its rules;

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

(a) has authorised and granted all existing awards relating to Plan Shares; and

(b) has resolved to satisfy all existing awards relating to Plan Shares,

in a manner consistent with the board's or committee's (as the case may be) fiduciary duties and in accordance with the rules of the Plan and the Company's articles of association;

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

(a) will duly authorise and grant all future awards relating to Plan Shares; and

(b) will resolve to satisfy all future awards relating to Plan Shares,

in a manner consistent with the board's or committee's (as the case may be) fiduciary duties and in accordance with the rules of the Plan and the Company's articles of association;

2.4 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;

2.5 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);

2.6 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;

2.7 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;

2.8 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;

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

2.10 that the Plan does not constitute an employee share scheme or long term incentive plan for the purposes of rules 9.4.1 to 9.4.3 of the listing rules of the UK Listing Authority;

2.11 that the Company is not insolvent or unable to pay its debts as they fall due and no insolvency proceedings or analogous procedures have been commenced in any jurisdiction outside Jersey in relation to the Company or any of its assets or revenues;

2.12 the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us;

2.13 that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer or secretary of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures they purport to be;

2.14 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;

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

2.16 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:

4.1 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:

(a) 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;

(b) 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;

(c) 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;

(d) 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;

(e) 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

(f) there may be circumstances in which a holder of shares is obliged to transfer those shares under the provisions of the Jersey Companies Law, 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;

4.2 we express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Company under or in respect of the Plan or the awards;

4.3 under Jersey law there is doubt as to the enforceability in Jersey, of original actions or of actions for enforcement of judgments of United States courts, of civil liabilities predicated solely upon the United States Federal or State securities laws;

4.4 the Company will be required to comply with applicable procedures and regulations designed to prevent money laundering, breaches of sanctions and the financing of terrorism, and may require certain documentation and information in relation to a holder of Plan Shares;

4.5 Article 48(2) of the Jersey Companies Law provides that the register of members of a Jersey company is prima facie evidence of any matters which are directed or authorized to be inserted in it by the Jersey Companies Law, including the name of every member of the company and the number of shares held by him. If a person is, without sufficient reason, entered in, or omitted from, a company's register of members or there is a failure or unnecessary delay in entering on the register the fact of a person having ceased to be a member, the aggrieved person, a member of the company or the company may apply to the court for rectification of the register (including, in certain circumstances, retrospective rectification);

4.6 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

4.7 the obligations of the Company under, or in respect of, the awards and the Plan Terms 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

6.1 This opinion is only addressed to, and for the benefit of, the Company. It is given solely in connection with the allotment, issue and transfer of Plan Shares. 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.

6.2 We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the United States Securities and Exchange Commission. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Form S-8, including this opinion, or its exhibits.

Yours faithfully

/s/ Mourant Ozannes

Mourant Ozannes

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 of our reports relating to the consolidated financial statements and financial statement schedule of Shire plc and the effectiveness of Shire plc’s internal control over financial reporting dated February 22, 2017, appearing in the Annual Report on Form 10-K of Shire plc for the year ended December 31, 2016.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

December 13, 2017

EX-23.2

   EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the financial statements of Shire Income Access Share Trust dated February 22, 2017, appearing in the Annual Report on Form 10-K of Shire plc for the year ended December 31, 2016.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

December 13, 2017

EX-99.1

EXHIBIT 99.1

THE SHIRE EXECUTIVE ANNUAL INCENTIVE PLAN

___________________________

Plan adopted by the Company on 8 February 2007

___________________________

Rules as amended on 30 July 2012

1

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.

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

2

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 the Code, no distribution shall be made under Section 6.2 upon a Change in Control, unless such 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” shall be determined based upon a reasonable method using actual transactions in Shares and ADSs as reported by the London Stock Exchange and the NASDAQ, respectively, and as determined in good faith by the Committee in accordance with Treasury Regulation 1.409A-1(b)(5)(iv). 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.

3

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 65^th 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.

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

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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 being 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.

2.2       The Committee shall determine whether Employees may participate in the Plan only with such modifications or on such special terms as the Committee may decide, including without limitation any special terms applicable to Participants resident in a particular jurisdiction and set out in an Appendix to 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

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performance, business performance and individual performance, as established by the Committee and the CEO as described in paragraph 3.1 above. Notwithstanding the 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.

3.5.Clawback.

3.5.1.Application of clawback. Notwithstanding any other provision of the Plan, if the Committee, acting reasonably, determines that there has been a material mis-statement in the published results of the Company and/or that a Participant has been guilty of serious misconduct (including reckless, negligent or wrongful actions) injurious to the business, reputation or integrity of the Company, the Committee may determine, at its discretion, that the provisions of this Section 3.5 shall apply.

3.5.2.Awards not earned. No amount payable under any Cash Award, or Shares or ADSs comprised in any Restricted Share Award, shall be deemed to be earned until the date on which the Cash Award is paid or the relevant Shares or ADSs are distributed to the Participant.

3.5.3.Committee discretion. If the Committee determines that this Section 3.5 should apply then the Committee shall have discretion to decide whether:

(a) any Cash Award shall not be paid to a Participant in accordance with Article IV (in whole or in part);

(b) any Shares or ADSs shall not be credited to a Participant’s Account under Section 5.1;

(c) any Restricted Share Award shall be forfeited in accordance with Section 6.1 (in whole or in part); and/or

(d) where the Committee determines that any Cash Award already paid under Article IV or any Shares or ADSs already distributed under Section 6.2 would not have been so paid or distributed had the Committee been aware of the facts referred to in Section 3.5.1, the relevant Cash Award and/or the relevant Shares or ADSs shall be deemed not to have been properly earned and the Participant shall be obliged to repay or retransfer to the Company (or as it directs), in whole or in part, the net amount of any such Cash Award already paid and any such Shares or ADSs already distributed or the net proceeds of sale of any such Shares or ADSs.

3.5.4.Matters for Committee to consider. In making its decision under Section 3.5.3 the Committee may consider such matters as the Committee considers to be appropriate. However in considering any mis-statement the Committee may consider, without

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limitation, the nature of and the causes of the mis-statement, the effect which any such mis-statement has had on the value of a Participant’s Award and the culpability of the Participant for such mis-statement. In considering the misconduct of a Participant the Committee may take into account, without limitation, the nature of the misconduct and any loss or damage suffered by the Company or any Subsidiary as a consequence of such misconduct.

3.5.5.Delay. Notwithstanding any other provision of this Plan the Committee may delay or suspend payment of any Cash Award or distribution of any Restricted Share Award while it investigates any alleged mis-statement or misconduct and/or considers whether this Section 3.5 should apply provided, however, that amounts not paid or Shares or ADSs not distributed by the last date permissible in compliance with Section 409A of the Internal Revenue Code, shall be deemed to be forfeited as of such date.

ARTICLE IV.

PAYMENT OF AWARDS

4.1.Form and Timing of Payment. Except as provided in Section 3.5 above and 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. Notwithstanding any other provision of the Plan, in such event, the aggregate prorated Award will be paid in cash and will be paid as soon as practicable following the Participant’s termination of employment, but no later than 90 days following such event.

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

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Employee was a Participant. Notwithstanding any other provision of the Plan, the aggregate Award, if any, shall be paid in cash and shall be paid as soon as practicable following the Participant’s termination of employment but no later than 90 days following such event.

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, subject to Section 3.5, 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, subject to Section 3.5, 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 or if and to the extent the Committee so decides under Section 3.5, 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 3.5, 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.

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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.

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.

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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 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

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10.2.interfere with or limit in any way the right of the Employer to terminate a Participant’s employment at any time.

10.3.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.

10.4.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.

10.5.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).

10.6.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.

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

10.8.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.

10.9.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.

10.10.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.

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10.11.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.

10.12.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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APPENDIX 1

SPECIAL TERMS APPLICABLE TO PARTICIPANTS WHO ARE
RESIDENT IN THE UNITED KINGDOM FOR TAX PURPOSES

The provisions of the Plan shall apply to Participants who are resident in the United Kingdom for tax purposes, subject to the following modifications and special terms, which are intended to comply with the laws of the United Kingdom (except that no modification or special term shall override any provision of the Plan necessary to comply with Code Section 409A with respect to a Participant subject to tax in the United States):

1. Article I shall be amended as follows:

(a) Section 1.23 (“Restricted Share”) shall be amended by the deletion of the words “entry that is entered in a Participant’s Account which represents the value of one Share (or an equivalent value of ADSs)” and their replacement by the words “entitlement to one Share”.

2. Article V shall be deleted and the following replacement Article V shall apply:

“RESTRICTED SHARE AWARDS

5.1 Number of Shares. The number of Shares represented by an individual’s Restricted Share Award shall, subject to Section 3.5, be determined as of March 31 or, if such date does not fall on a business day, the last preceding business day as being the value of the Restricted Share Award divided by the Fair Market Value of the Shares on that day.

5.2 Dividends. No dividend shall be paid with respect to any Restricted Share unless otherwise determined by the Committee as of the grant date of the relevant Restricted Share Award. If the Committee determines that dividends will be paid then, at the point when the individual’s Restricted Share Award is distributed in accordance with Article VI, the Participant shall also be paid an amount equal to the amount, if any, that represents the equivalent value that would have accrued from dividends over the period from the date on which the number of Shares notionally comprised in the Restricted Share Award is determined in accordance with Section 5.1.

5.3 Share adjustments. The Committee shall adjust each Participant’s Restricted Share Award as the Committee determines is appropriate to reflect any dividend, share split, combination of shares on a merger, share

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exchange, consolidation or other change in the corporate structure of the Company or the Shares.

5.4 No shareholders’ rights. Granting to a Participant a Restricted Share Award shall not give any Participant any right or interest in any Shares that may be held from time to time in a Trust incident to the Plan or otherwise.”

3. The heading to Article VI and Sections 6.1 to 6.4 shall be deleted and replaced with the following:

“DISTRIBUTIONS

6.1 Vesting. A Participant shall, subject to Section 3.5, be fully vested in his Restricted Share Award at all times; provided, however, that if the Participant’s employment is terminated by the Employer for Cause prior to the applicable Normal Distribution Date with respect to any Restricted Share Award or if and to the extent the Committee so decides under Section 3.5, such award shall be forfeited and the Participant shall have no rights with respect to such Restricted Shares.

6.2 Normal distribution. Subject to Sections 3.5, 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.

6.3 Distributions upon a Change in Control. Upon a Change in Control all of the Shares notionally comprised within the Restricted Share Award 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.

6.4 Distributions on Termination of Employment Due to Death. In the event of a Participant’s termination of employment due to death, all of the Shares notionally comprised within the Participant’s Restricted Share Award shall be distributed to his estate as soon as practicable following death, but no later than 90 days following such event.”

4. Article IX shall be amended by the deletion of the words “amounts previously credited to his Account” and their replacement by the words “his Restricted Share Awards”.

5. Article X shall be amended as follows:

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(a) Section 10.2 shall be amended by deletion of the words “amounts credited to the Participant’s Account” and their replacement with the words “the Participant’s Restricted Share Award or to any amounts payable under Section 5.2”.

(b) Section 10.3 shall be amended by the deletion of the words “No amounts credited to Accounts” and their replacement with the words “No Restricted Share Award”.