EXHIBIT 4.5

PERSONAL

George Battersby
Group HR Director
Amersham plc

20 February 2003

Dear George

I am pleased to confirm that the Remuneration Committee has approved an
increase in your salary to L283,250 per annum with effect from 1 April 2003.
Additionally, in respect of the 2002 Bonus Scheme, the combination of
performance against financial targets and your personal objectives has produced
a bonus of L182,050.

I am also pleased to confirm your award of share options today with a nominal
value of approximately L550,000. The performance conditions will be similar to
those adopted last year.

With best wishes.

Yours sincerely

SIR WILLIAM CASTELL
CHIEF EXECUTIVE