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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950103-03-001663.txt : 20030818
<SEC-HEADER>0000950103-03-001663.hdr.sgml : 20030818
<ACCEPTANCE-DATETIME>20030818114311
ACCESSION NUMBER:		0000950103-03-001663
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030818

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TELE2 AB
		CENTRAL INDEX KEY:			0001122535
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			V7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50982
		FILM NUMBER:		03852164

	BUSINESS ADDRESS:	
		STREET 1:		SKEPPSBRON 18
		STREET 2:		BOX 2094
		CITY:			STOCKHOLM
		STATE:			V7
		ZIP:			S 103 13
		BUSINESS PHONE:		46856264690

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NETCOM AB
		DATE OF NAME CHANGE:	20000823

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILLICOM INTERNATIONAL CELLULAR SA
		CENTRAL INDEX KEY:			0000912958
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO TELEPHONE COMMUNICATIONS [4812]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		75 ROUTE DE LONGWY
		STREET 2:		BOX 23 BERTRANGE
		CITY:			GRAND DUCHY OF LUXEN
		STATE:			N4
		ZIP:			L8080
		BUSINESS PHONE:		3524571451
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>aug1303_13d.htm
<TEXT>
<HTML>
<HEAD>
   <TITLE>SC 13D/A</TITLE>
</HEAD>
<body leftmargin="50p" marginwidth="50p">
<HR size="4" noshade color="#000000" style="margin-top: -2px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">
<P align="center"> <B><FONT size=3 face="Times New Roman, Times, serif">UNITED
  STATES<br>
  </FONT></B><font size="3" face="Times New Roman, Times, serif"><B>SECURITIES
  AND EXCHANGE COMMISSION<br>
  </B></font><font size="2" face="Times New Roman, Times, serif"><B>Washington,
  D.C. 20549</B> </font></P>
<hr align=center width=15% size=1 noshade color="#000000">
<P align="center"> <font size="2" face="Times New Roman, Times, serif"><B>Amendment
  No. 10 to<br>
  </B></font><font size="3" face="Times New Roman, Times, serif"><B>SCHEDULE
  13D<br>
  </B></font><font size="2" face="Times New Roman, Times, serif"><B>Under
  the Securities Exchange Act of 1934</B></font></P>
<P align="center"> <font size="3" face="Times New Roman, Times, serif"><B>TELE2
  AB<br>
  </B></font><FONT size=1 face="Times New Roman, Times, serif">(Name
  of Issuer)</FONT> </P>
<P align="center"> <font size="3" face="Times New Roman, Times, serif"><B>CLASS
  B ORDINARY SHARES, NOMINAL VALUE SEK5 EACH<br>
  </B></font><FONT size=1 face="Times New Roman, Times, serif">(Title
  of Class of Securities)</FONT> </P>
<hr align=center width=15% size=1 noshade color="#000000">
<P align="center"> <font size="2" face="Times New Roman, Times, serif"><B>64108R10
  (American Depositary Shares)<br>
  </B></font><FONT size=1 face="Times New Roman, Times, serif">(Cusip
  Number)</FONT> </P>
<P align="center"> <font size="2" face="Times New Roman, Times, serif"><B>Marc
  Beuls<br>
  Millicom International Cellular S.A.<br>
  </B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>75 Route de Longwy<br>
  L-8080 Bertrange<br>
  Grand-Duchy of Luxembourg<br>
  Tel.: 011 352 27 759 101<br>
  </B><font size="1">(Name, Address and Telephone Number of <br>
  Person Authorized to Receive Notices<br>
  and Communications)</font></font> </P>
<P align="center"> <font size="2" face="Times New Roman, Times, serif"><B>August
  5, 2003<br>
  </B></font><FONT size=1 face="Times New Roman, Times, serif">(Date
  of Event which Requires Filing of this Statement)</FONT> </P>
<hr align=center width=15% size=1 noshade color="#000000"><P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
  the filing person has previously filed a statement on Schedule 13G
  to report the acquisition which is the subject of this Schedule 13D,
  and is filing this statement because of Rule 13d-1(e), 13d-1(f) or
  13d-1(g), check the following: <font size=2 face="wingdings">o</font></font></P>
<hr size="1" noshade color="#000000" style="margin-top: -2px">
<hr size="4" noshade color="#000000" style="margin-top: -10px">
<br>
<br>
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<br>
<br>
<p align="center"><font size="3" face="Times New Roman, Times, serif"><strong>SCHEDULE
  13D</strong></font></p>
<div align=center>
<table width="90%" border="0" cellspacing="0" cellpadding="10">
  <tr>
    <td STYLE="border-color: #000000; border-top-style: solid; Border-top-Width: 1.0pt;
border-bottom-style: solid; Border-bottom-Width: 1.0pt; Border-left-Width: 1.0pt; border-left-style: solid; Border-right-Width: 1.0pt; border-right-style: solid"width="28%" align="left" valign="middle"><strong><font size="2" face="Times New Roman, Times, serif">CUSIP
      No.</font></strong></td>
      <td width="34%" align="center" valign="middle"><font size="3" face="Times New Roman, Times, serif">&nbsp;</font></td>
      <td STYLE="border-color: #000000; border-top-style: solid; Border-top-Width: 1.0pt;
border-bottom-style: solid; Border-bottom-Width: 1.0pt; Border-left-Width: 1.0pt; border-left-style: solid; Border-right-Width: 1.0pt; border-right-style: solid"width="28%" align="center" valign="middle">
        <strong><font size="2" face="Times New Roman, Times, serif">Page
        2of 5 Pages</font></strong></td>
  </tr>
</table>
</div>
<br>
<div align=center>
  <table width="90%" border="1" cellpadding="5" cellspacing="0" bordercolor="#000000">
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">1</font></td>
      <td colspan="3" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">NAME
        OF REPORTING PERSON<br>
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON<br>
        <br>
        Millicom International Cellular S.A.</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">2</font></td>
      <td colspan="3" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">CHECK
        THE APPROPRIATE BOX IF A MEMBER OF A GROUP*</font> <div align=right><font size="2" face="Times New Roman, Times, serif">(a)</font>&nbsp;<font size=2 face=wingdings>o&nbsp;</font><br>
          <font size="2" face="Times New Roman, Times, serif">(b)</font>&nbsp;<font size=2 face=wingdings>x&nbsp;</font></div></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">3</font></td>
      <td colspan="3"><font size="2" face="Times New Roman, Times, serif">SEC
        USE ONLY</font><br> <br> </td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">4</font></td>
      <td colspan="3"><font size="2" face="Times New Roman, Times, serif">SOURCE
        OF FUNDS*<br>
        <br>
        OO</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">5</font></td>
      <td colspan="3"><font size="2" face="Times New Roman, Times, serif">CHECK
        BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
        TO ITEM 2(d) or 2(e)</font> <div align=right><font size=2 face=wingdings>o&nbsp;</font></div>
        <br> </td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">6</font></td>
      <td colspan="3"><font size="2" face="Times New Roman, Times, serif">CITIZENSHIP
        OR PLACE OF ORGANIZATION<br>
        <br>
        Grand-Duchy of Luxembourg</font></td>
    </tr>
    <tr>
      <td colspan="2" rowspan="4" align="center" valign="middle"><font size="2" face="Times New Roman, Times, serif">NUMBER
        OF SHARES<br>
        BENEFICIALLY OWNED BY<br>
        EACH REPORTING PERSON<br>
        WITH </font></td>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">7</font></td>
      <td width="59%" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">SOLE
        VOTING POWER<br>
        <br>
        8,968,414 Class B Shares<br>
        (Subject to the Securities Lending Agreement, the Trust Deed
        and the Swedish Share Pledge Agreement described in Item 6
        (Contracts, Arrangements, Understandings or Relationships with
        Respect to Securities of Tele2))</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">8</font></td>
      <td width="59%" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">SHARED
        VOTING POWER<br>
        <br>
        0</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">9</font></td>
      <td width="59%" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">SOLE
        DISPOSITIVE POWER<br>
        <br>
        8,968,414 Class B Shares<br>
        (Subject to the Securities Lending Agreement, the Trust Deed
        and the Swedish Share Pledge Agreement described in Item 6
        (Contracts, Arrangements, Understandings or Relationships with
        Respect to Securities of Tele2))</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">10</font></td>
      <td width="59%" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">SHARED
        DISPOSITIVE POWER<br>
        <br>
        0</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">11</font></td>
      <td colspan="3" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">AGGREGATE
        AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON<br>
        <br>
        8,968,414 Class B Shares<br>
        (Subject to the Securities Lending Agreement, the Trust Deed
        and the Swedish Share Pledge Agreement described in Item 6
        (Contracts, Arrangements, Understandings or Relationships with
        Respect to Securities of Tele2))</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">12</font></td>
      <td colspan="3" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">CHECK
        BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
        </font> <div align=right><font size=2 face=wingdings>o&nbsp;</font></div>
        <font size="2" face="Times New Roman, Times, serif">&nbsp;</font><br></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">13</font></td>
      <td colspan="3"><font size="2" face="Times New Roman, Times, serif">PERCENT
        OF CLASS REPRESENTED BY AMOUNT IN ROW (11)<br>
        <br>
        7.14% Class B Shares</font></td>
    </tr>
    <tr>
      <td width="4%" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">14</font></td>
      <td colspan="3" align="left" valign="top"><font size="2" face="Times New Roman, Times, serif">TYPE
        OF REPORTING PERSON*<br>
        <br>
        CO</font></td>
    </tr>
    <tr>
      <td align="center" valign="top">&nbsp;</td>
      <td colspan="3" align="center" valign="top"><font size="2" face="Times New Roman, Times, serif">*SEE
        INSTRUCTIONS</font></td>
    </tr>
  </table>
</div>
<p align="center"><font size="2" face="Times New Roman, Times, serif">Page
  2 of 5</font></p>
<br>
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<br>
<br>
<font size="2" face="Times New Roman, Times, serif"> </font>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Millicom
  International Cellular S.A. (&#147;Millicom&#148;), hereby amends
  and supplements its Report on Schedule 13D, originally filed on November
  27, 2000, as amended by Amendment No. 1 on November 14, 2001, Amendment
  No. 2 on December 3, 2001, Amendment No. 3 on April 4, 2002, Amendment
  No. 4 on August 8, 2002, Amendment No. 5 on September 26, 2002, Amendment
  No. 6 on October 3, 2002, Amendment No. 7 on October 29, 2002, Amendment
  No. 8 on December 11, 2002 and Amendment No. 9 on August 4, 2003
  (the &#147;Schedule 13D&#148;), with respect to the Class B ordinary
  shares (the &#147;Class B Shares&#148;), nominal value of SEK5 per
  share, of Tele2 AB, formerly known as NetCom AB (&#147;Tele 2&#148;).
  Unless otherwise indicated, each capitalized term used but not defined
  herein shall have the meaning assigned to such term in the Schedule
  13D.</font> </P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
  Amendment No. 10 to the Schedule 13D is filed in accordance with
  Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by
  Millicom. It refers only to information that has materially changed
  since the filing of the Schedule 13D.</font> </P>
<P> <font size="2" face="Times New Roman, Times, serif"><B><I>&nbsp;&nbsp;Item
  5. Interest in Securities of Tele2.</I></B> </font></P>
<P> <FONT size=2 face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  first paragraph of Item 5(a) of the Schedule 13D is hereby amended
  and restated as follows:</FONT> </P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
  the purpose of Rule 13d-3 promulgated under the Exchange Act, Millicom
  may be deemed to be the beneficial owner of 8,968,414 Class B Shares
  (all of which are subject to the Securities Lending Agreement, the
  Trust Deed and the Swedish Share Pledge Agreement described in Item
  6 below), representing approximately 7.14% of the Class B Shares,
  or 6.09% of all outstanding Shares.</font> </P>
<P> <FONT size=2 face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
  first sentence of Item 5(b) of the Schedule 13D is hereby amended
  and restated as follows:</FONT> </P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Millicom&#146;s
  power to vote and to dispose of the 8,968,414 Class B Shares it may
  be deemed to beneficially own are subject to the terms of the Securities
  Lending Agreement, the Trust Deed and the Swedish Share Pledge Agreement
  described in Item 6 below.</font> </P>
<P> <FONT size=2 face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
  5(c) of the Schedule 13D is hereby supplemented as follows:</FONT>
</P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
  as disclosed in Item 6 below, Millicom has not and, after reasonable
  inquiry, does not believe that any of the persons listed in Item
  2 (including on Schedule A hereto) has effected any transactions
  in the Class B Shares in the 60 days prior to the filing of this
  amendment to the Schedule 13D.</font> </P>
<P> <font size="2" face="Times New Roman, Times, serif"><B><I>&nbsp;&nbsp;Item
  6. Contracts, Arrangements, Understandings or Relationships with
  Respect to Securities of Tele 2.</I></B> </font></P>
<P> <FONT size=2 face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
  6 of the Schedule 13D is hereby supplemented as follows:</FONT> </P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
  August 5, 2003, Millicom Telecommunications and Millicom entered
  into a new bridge facility agreement with Deutsche Bank AG London
  (the &#147;New Deutsche Bank Bridge Facility&#148;) pursuant to which</font>
  <FONT size=2 face="Times New Roman, Times, serif">Deutsche Bank AG
  London loaned to Millicom Telecommunications funds to purchase U.S.
  treasury securities for purposes of securing certain payments of
  interest in respect of the Notes. To secure their obligations under
  the New Deutsche Bank Bridge Facility as well as the Deutsche Bank
  Bridge Facility, Millicom Telecommunications and Millicom entered
  into a new Share Pledge Agreement with Deutsche Bank AG London Branch
  (the &#147;New Deutsche Bank Share Pledge Agreement&#148;) pursuant
  to which Millicom Telecommunications pledged from time to time any
  Class B Shares redelivered to Millicom Telecommunications by Deutsche
  Bank AG London Branch</FONT> <FONT size=2 face="Times New Roman, Times, serif">pursuant
  to the Securities Lending Agreement. The New Deutsche Bank Share
  Pledge Agreement replaced the existing Deutsche Bank Share Pledge
  Agreement. The security granted in respect of the New Deutsche Bank
  Bridge Facility and the Deutsche Bank Bridge Facility under the New
  Deutsche Bank Share Pledge Agreement was released on August 7, 2003
  following repayment of such facilities from a portion of the proceeds
  of the issuance of the Notes described below. A copy of the New Deutsche
  Bank Share Pledge Agreement is attached hereto as Exhibit 8.</FONT>
</P>
<div align="center"><FONT size=2 face="Times New Roman, Times, serif">Page
  3 of 5</FONT><br>
  <br>
</div>
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<br>

<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
  August 7, 2003, Millicom Telecommunications issued the Notes, which
  were constituted under the Trust Deed dated August 7, 2003, among
  Millicom Telecommunications S.A. and Millicom International Cellular
  S.A. and Deutsche Bank Trustee Company Limited (the &#147;Trust Deed&#148;).
  Certain terms of the Notes are described above under &#147;Subscription
  Agreement&#148;. The Notes mature on August 7, 2006. To secure certain
  of their obligations in respect the Notes, including the obligation
  to deliver Class B Shares upon exchange of the Notes, Millicom Telecommunications
  and Millicom entered into a pledge agreement governed by Swedish
  law (the &#147;Swedish Share Pledge Agreement&#148;) pursuant to
  which Millicom Telecommunications pledged to Deutsche Trustee Company
  Limited (acting on behalf of each of the Noteholders) from time to
  time any Class B Shares redelivered by Deutsche Bank AG London Branch
  pursuant to the Securities Lending Agreement to a designated custody
  account in the name of Millicom Telecommunications (the &#147;Designated
  Custody Account&#148;). To further secure its obligations in respect
  of the Notes, Millicom Telecommunications has also granted under
  the Trust Deed a first fixed charge in favor of the Trustee over
  (i) all of its rights, title and interest over any Class B Shares
  redelivered by Deutsche Bank AG London Branch pursuant to the Securities
  Lending Agreement which are not deposited in the Designated Custody
  Account and pledged to Deutsche Trustee Company Limited pursuant
  to the Swedish Share Pledge Agreement and (ii) all of its rights,
  title and interest in all other property comprising the Exchange
  Property (as defined in the Trust Deed) which is not already subject
  to the Swedish Share Pledge Agreement. Prior to any security granted
  in connection with the Notes becoming enforceable, Millicom Telecommunications
  may exercise certain rights in respect of the secured property, including
  voting rights in respect of the Class B Shares, subject to the written
  consent of the Trustee or the requisite approval of the Noteholders
  pursuant to the Trust Deed. Copies of the Trust Deed and the Swedish
  Share Pledge Agreement are attached hereto as Exhibit 9 and 10, respectively.</font>
</P>
<P> <font size="2" face="Times New Roman, Times, serif"><B><I>&nbsp;&nbsp;Item
  7. Materials to be Filed as Exhibits.</I></B> </font></P>
<P> <FONT size=2 face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item
  7 of the Schedule 13D is hereby supplemented as follows:</FONT> </P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
  8: Share Pledge Agreement dated 5 August 2003 between Millicom Telecommunications
  S.A. and Deutsche Bank AG London Branch</font> </P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
  9: Trust Deed dated 7 August 2003 among Millicom Telecommunications
  S.A. and Millicom International Cellular S.A. and Deutsche Bank Trustee
  Company Limited</font> </P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
  10: Share Pledge Agreement dated 7 August 2003 between Millicom Telecommunications
  S.A. and Deutsche Bank AG London Branch</font> </P>
<P align="center"> <FONT size=2 face="Times New Roman, Times, serif">Page
  4 of 5</FONT> </P>
<br>
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<br>
<P align="center"> <font size="2" face="Times New Roman, Times, serif"><B>SIGNATURES</B></font></P>
<P> <font size="2" face="Times New Roman, Times, serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After
  reasonable inquiry and to the best knowledge and belief of the undersigned,
  the undersigned certifies that the information set forth in this
  statement is true, complete and correct.</font></P>
<P> <FONT size=2 face="Times New Roman, Times, serif">Date: August
  18, 2003</FONT> </P>
<div align="right">
  <TABLE width="50%" border=0 cellspacing=0 cellpadding=0>
    <TR>
      <TD colspan=3><font size="2" face="Times New Roman, Times, serif"><b>MILLICOM
        INTERNATIONAL CELLULAR S.A.</b></font></TD>
    </TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="7%">&nbsp;</TD>
      <TD width="88%">&nbsp;</TD>
    </TR>
    <TR>
      <TD width="5%"><FONT size=2 face="Times New Roman, Times, serif">By:</FONT></TD>
      <TD colspan="2" align="left"><font size=2 face="Times New Roman, Times, serif">
        &nbsp;/s/ John Ratcliffe</font></TD>
    </TR>
    <TR>
      <TD>&nbsp;</TD>
      <TD colspan="2"><hr align="left" width=65% size=1 noshade color="#000000">
      </TD>
    </TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="7%"><font size="2" face="Times New Roman, Times, serif">Name:</font></TD>
      <TD width="88%"><FONT size=2 face="Times New Roman, Times, serif">&nbsp;John
        Ratcliffe</FONT></TD>
    </TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD width="7%"><font size="2" face="Times New Roman, Times, serif">Title:</font></TD>
      <TD width="88%"><FONT size=2 face="Times New Roman, Times, serif">&nbsp;Chief
        Financial Controller</FONT></TD>
    </TR>
  </TABLE>
  <p align="center"><FONT size=2 face="Times New Roman, Times, serif">Page
    5 of 5</FONT> </p>
  </div>
</div>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>3
<FILENAME>aug1303_ex08.txt
<TEXT>


                                                                      Exhibit 8


<PAGE>


                                                                  CONFORMED COPY


                               Dated 5 August 2003





                        MILLICOM TELECOMMUNICATIONS S.A.

                                       and

                         DEUTSCHE BANK AG LONDON BRANCH








                             SHARE PLEDGE AGREEMENT

                     in relation to the Facility Agreements







Linklaters

Linklaters Advokatbyra
Strandvagen 7A
Box 5402
SE-114 84 Stockholm

Telephone (46-8) 665 66 00
Facsimile (46-8) 667 68 83

Ref JSA/CHP


<PAGE>


This Share Pledge Agreement (the "Share Pledge Agreement") is made on 5 August
2003 between:

(1)      Millicom Telecommunications S.A., a societe anonyme incorporated in the
         Grand Duchy of Luxembourg under registration number B 64 899 and whose
         registered office is at 75, route de Longwy, L-8080 Luxembourg (the
         "Pledgor"); and

(2)      Deutsche Bank AG, a company incorporated under the laws of Germany as a
         Stock corporation domiciled in Frankfurt am Main (registered under No.
         30000 with the District Court of Frankfurt am Main) and acting for the
         purposes of this Share Pledge Agreement through its London branch at
         Winchester House, 1 Great Winchester Street, London EC2N 2DB and
         registered in the UK with Companies House pursuant to Schedule 21A of
         the Companies Act 1985 under Company No. FC007615, Branch No. BR000005
         (the "Pledgee").

The parties referred to above are hereinafter individually referred to as a
"party" or collectively as the "parties".

Whereas:

(A)      The parties have entered into a share pledge agreement dated 18 July
         2003 whereby the Pledgee has taken security interest from the Pledgor
         over certain Series B share in Tele2 AB (publ) in respect of certain
         obligations from time to time incurred by the Pledgor against the
         Pledgee under the terms of the First Facility Agreement (as defined
         below);

(B)      The parties have entered into an additional SEK 400,000,000 facility
         agreement dated 5 August 2003 with the Pledgor as borrower, the Pledgee
         as lender and Millicom International Cellular S.A. as guarantor (the
         "Second Facility Agreement");

(C)      The Pledgee desires to take a security interest from the Pledgor over
         certain Class B shares in Tele2 AB (publ) (and the various rights
         pertaining thereto) in respect of certain obligations from time to time
         incurred by the Pledgor against the Pledgee under the terms of the
         First Facility Agreement and the Second Facility Agreement (hereinafter
         together referred to as the "Facility Agreements"); and

(D)      The parties have agreed that this Share Pledge Agreement, which shall
         be effective as of the date hereof, shall replace the existing share
         pledge agreement dated 18 July 2003, which shall be of no further force
         or effect.

It is agreed as follows:

1        Interpretation

1.1      Definitions

         In this Share Pledge Agreement, unless a contrary indication appears,
         terms used in the Second Facility Agreement shall have the same meaning
         and construction and:

         "Accounts" means the Cash Account and the Deposit Account;

         "Cash Account" means an account maintained by Deutsche Bank in the name
         of the Pledgor for the receipt and retention of cash dividends or any
         other cash payments in respect of the Shares;

         "Deposit Account" means the deposit account provided by Deutsche Bank
         in the name of the Pledgor in respect of the Shares;


- --------------------------------------------------------------------------------
A03313412/1.0/05 Aug 2003

                                       1
<PAGE>




         "Dividends" means, in relation to any Share, all present and future:

         (a)      dividends and distributions of any kind and any other sum
                  received or receivable in respect of that Share,

         (b)      rights, shares, money or other assets accruing or offered by
                  way of redemption, bonus, option or otherwise in respect of
                  that Share,

         (c)      allotments, offers and rights accruing or offered in respect
                  of that Share, and

         (d)      other rights and assets attaching to, deriving from or
                  exercisable by virtue of the ownership of, that Share;

         "Enforcement Event" means any event whereby the Pledgor fails to comply
         with its payments obligations under any of the Facility Agreements;

         "First Facility Agreement" means the SEK 527,941,326 facility agreement
         dated 18 July 2003 between Millicom Telecommunications S.A. (as
         Borrower), Millicom International Cellular S.A. (as Guarantor) and
         Deutsche Bank AG London (as Lender);

         "Pledged Assets" means the assets from time to time subject, or
         expressed to be subject, to the Pledges or any part of those assets;

         "Pledges" means all or any of the security interest (Sw: pantratt)
         created or expressed to be created by or pursuant to this Share Pledge
         Agreement;

         "Power of Attorney" means a power of attorney, granted by the Pledgor
         in favour of the Pledgee substantially in the attached form in Schedule
         2;

         "Secured Obligations" means all present and future moneys, debts and
         liabilities due, owing or incurred by the Pledgor to the Pledgee under
         or in connection with the Facility Agreements (in each case, whether
         alone or jointly, or jointly and severally, with any other person,
         whether actually or contingently and whether as principal or
         otherwise);

         "Securities Lending Agreement" means the securities lending agreement
         in respect of the Shares dated 18 July 2003 between Deutsche Bank AG
         London Branch and the Pledgor, as supplemented and amended from time to
         time;

         "Shares" means 8,968,414 fully paid Series B shares (Bloomberg ticker
         TEL2B SS and ISIN number SE0000314312) of Tele2 AB (publ), a company
         incorporated in Sweden under registration number 556410-8917, and such
         other securities, as each may be held in the Deposit Account from time
         to time; and

         "Winding-up" means bankruptcy, merger, reconstruction, liquidation, or
         any analogous procedure or step in any jurisdiction.

2        Security

2.1      Pledge of the Shares and the Accounts

         As security for the prompt and complete payment and performance in full
         of all the Secured Obligations, the Pledgor hereby pledges to the
         Pledgee (i) the Deposit Account including all the Shares and Dividends
         which are from time to time held or are recorded in the Deposit Account
         and (ii) all funds deposited from time to time in the connected Cash
         Account.

- --------------------------------------------------------------------------------
A03313412/1.0/05 Aug 2003

                                       2
<PAGE>


2.2      Perfection

         The Pledgee acknowledges that it has been notified of the security
         interest created by this Share Pledge Agreement in respect of the
         Accounts and undertakes to ensure that the Shares held in the Deposit
         Account from time to time are registered as pledged in favour of the
         Pledgee.

3        Restrictions and Further Assurance

3.1      Security

         The Pledgor shall not, without the Pledgee's written consent in each
         particular case, create or permit to subsist any security interest over
         the Pledged Assets.

3.2      Disposal

         Save as contemplated by the Securities Lending Agreement, the Pledgor
         shall not (nor shall the Pledgor agree to), without the Pledgee's
         written consent in each particular case, enter into a single
         transaction or a series of transactions (whether related or not and
         whether voluntary or involuntary) to sell, lease, transfer or otherwise
         dispose of the Pledged Assets.

3.3      Further Assurance

         The Pledgor shall promptly do whatever the Pledgee requires:

         3.3.1 to perfect or protect the Pledges or the priority of the
               Pledges; or

         3.3.2 to facilitate the realisation of the Pledged Assets or the
               exercise of any rights vested in the Pledgee,

         including executing any transfer, assignment or assurance of the
         Pledged Assets (whether to the Pledgee or its nominees or otherwise),
         making any registration and giving any notice, order or direction.

3.4      Power of Attorney

         On the occurrence of an Enforcement Event, for the purpose of Clause
         4.3 (Voting after Enforcement), the Pledgor shall deliver to the
         Pledgee a signed Power of Attorney. The Pledgor shall at the expiration
         of a Power of Attorney, at the request of the Pledgee, renew the same
         in favour of the Pledgee for one additional year for as long as this
         Share Pledge Agreement remains in force and upon each such renewal
         forthwith deliver the renewed Power of Attorney to the Pledgee.

4        Pledged Shares

4.1      Dividends

         The Pledgor shall promptly notify the Pledgee of the declaration,
         payment, allotment, offer or issue of any Dividend. All Dividends in
         respect of the Shares shall be paid directly to the Cash Account or, as
         the case may be, the Deposit Account. The Pledgor shall immediately pay
         any Dividend received by it to the Pledgee or as it may direct.

4.2      Voting before Enforcement

         Subject to Clause 4.3 (Voting after Enforcement), the Pledgor shall be
         entitled to exercise the voting rights attached to any Share as it sees
         fit where:

- --------------------------------------------------------------------------------
A03313412/1.0/05 Aug 2003

                                       3
<PAGE>

         4.2.1    it does so for a purpose not inconsistent with the Facility
                  Agreements; and

         4.2.2    the exercise of those rights would not have an adverse effect
                  or the failure to exercise would have an adverse effect on the
                  value of the relevant Shares or the Pledged Assets and would
                  not otherwise prejudice the interests of the Lender (as
                  defined in the Facility Agreements) under the Facility
                  Agreements.

4.3      Voting after Enforcement

         At any time after the occurrence of an Enforcement Event, the Pledgee
         shall be entitled to exercise or direct the exercise of the voting and
         other rights attached to any Share as it sees fit.

5        General Undertaking

         The Pledgor shall not do, or permit to be done, anything, which could
         prejudice the Pledges.

6        Representations and Warranties

         The Pledgor makes the representations and warranties set out in this
         Clause 6 to the Pledgee on the date of this Share Pledge Agreement.

6.1      Shares Validly Issued etc.

         The Shares are duly authorised, validly issued and freely transferable.

6.2      Share Capital

         Save as contemplated by the Securities Lending Agreement, no person has
         or is entitled to any conditional or unconditional option, warrant or
         other right to subscribe for, purchase or otherwise acquire any Share,
         or any interest in the Shares.

6.3      Governing Law and Enforcement

         6.3.1    Subject to mandatory provisions of applicable law, the choice
                  of Swedish law as the governing law of this Share Pledge
                  Agreement will be recognised and enforced in the Pledgor's
                  jurisdiction of incorporation.

         6.3.2    Subject to applicable enforcement proceedings provided in
                  Council Regulation (EC) 44/2001, any judgement obtained in
                  Sweden in relation to this Share Pledge Agreement will be
                  recognised and enforced in the Pledgor's jurisdiction of
                  incorporation.

7        Enforcement

7.1      Realisation

         After the occurrence of an Enforcement Event, the Pledgee, acting on
         behalf of the Pledgor, shall have the right to sell the Pledged Assets
         by private or public sale or auction or in any other way and on such
         terms as the Pledgee in its sole discretion deems fit.

7.2      Chapter 10 of the Code of Commerce

         The provisions in Chapter 10 of the Swedish Code of Commerce (Sw:
         Handelsbalken) shall not apply to this Share Pledge Agreement.

- --------------------------------------------------------------------------------
A03313412/1.0/05 Aug 2003

                                       4
<PAGE>

8        Liability of the Pledgee

8.1      Pledgee's Liability

         The Pledgee shall not be liable to the Pledgor or any other person for
         any costs, losses, liabilities or expenses relating to the realisation
         of any Pledged Assets or from any act, default, omission or misconduct
         of the Pledgee, or its officers, employees or agents in relation to the
         Pledged Assets except to the extent caused by its own gross negligence
         or wilful misconduct. The Pledgee shall not be held responsible for any
         indirect damage.

8.2      Force Majeure

         The Pledgee shall not be held responsible for any damage arising out of
         any Swedish or foreign legal enactment, or any measure undertaken by a
         Swedish or foreign public authority, or war, strike, lockout, boycott,
         blockade or any other similar circumstance. The reservation in respect
         of strikes, lockouts, boycotts and blockades applies even if the
         Pledgee itself takes such measures, or is subject to such measures.
         Should there be an obstacle as described above for the Pledgee to take
         any action in compliance with this Share Pledge Agreement, such action
         may be postponed until the obstacle has been removed, without any
         remedies being available to the Pledgor.

9        Discharge of Security

9.1      Final Redemption

         Subject to Clause 9.2 (Retention of Security), if all the Secured
         Obligations have been irrevocably paid in full and that all facilities
         which might give rise to Secured Obligations have terminated, the
         Pledgee shall at the cost of the Pledgor promptly release the Pledged
         Assets from the Pledges and return the Pledged Assets to the Pledgor
         and shall promptly notify the Pledgor of the release of the Pledges.

9.2      Retention of Security

         If the Pledgee considers that any amount paid or credited under the
         Facility Agreements is capable of being avoided or otherwise set aside
         on the Winding-up of the Pledgor or any other person, or otherwise,
         that amount shall not be considered to have been paid for the purposes
         of determining whether all the Secured Obligations have been
         irrevocably paid.

10       Enforcement Expenses

         The Pledgor shall, within three Business Days of demand, pay to the
         Pledgee the amount of all properly incurred costs, losses, liabilities
         and expenses (including legal fees) in relation to this Share Pledge
         Agreement (including the administration, protection, realisation,
         enforcement or preservation of any rights under or in connection with
         this Share Pledge Agreement, or any consideration by the Pledgee as to
         whether to realise or enforce the same, and/or any amendment, waiver,
         consent or release of the Share Pledge Agreement and/or any other
         document referred to in this Share Pledge Agreement).

11       Assignment

         None of the parties hereto may change, assign or transfer all or any of
         its rights or obligations hereunder without the prior consent of the
         other party.

- --------------------------------------------------------------------------------
A03313412/1.0/05 Aug 2003

                                       5
<PAGE>

12       Waivers

         No failure to exercise, nor any delay in exercising, on the part of the
         Lender (as defined in the Facility Agreements), any right or remedy
         under any of the Facility Agreements shall operate as a waiver, nor
         shall any single or partial exercise of any right or remedy prevent any
         further or other exercise or the exercise of any other right or remedy.
         The rights and remedies provided in the Facility Agreements are
         cumulative and not exclusive of any rights or remedies provided by law.

13       Applicable Law

         This Agreement shall be construed in accordance with and governed by
         the laws of Sweden.

14       Jurisdiction

         Any dispute, controversy or claim arising out of or in connection with
         this Agreement, or the breach termination or invalidity thereof shall
         be resolved by the Swedish courts. The Stockholm District Court shall
         be the court of first instance.

                                 --------------



This Share Pledge Agreement has been executed in three originals, of which the
parties hereto have received one each.



MILLICOM TELECOMMUNICATIONS S.A.              DEUTSCHE BANK AG
                                              LONDON BRANCH


JOHN RATCLIFFE                                MARCUS LEGRICE
DIRECTOR                                      MANAGING DIRECTOR, ECM

MARC BEULS
DIRECTOR

- -----------------------------                 -----------------------------
Name:                                         Name:
Title:                                        Title:
Place and date:                               Place and date:











- --------------------------------------------------------------------------------
A03313412/1.0/05 Aug 2003

                                       6
<PAGE>



                                   Schedule 1
                                Power of Attorney



This power of attorney is issued pursuant to a share pledge agreement (the
"Share Pledge Agreement") dated 5 August 2003 between Millicom
Telecommunications S.A. (the "Pledgor") and Deutsche Bank AG London branch in
its capacity as Pledgee (the "Pledgee").

The Pledgor hereby empowers the Pledgee or any person duly appointed by the
Pledgee to attend all General Meetings of the shareholders in Tele2 AB (publ) as
the Pledgor's representative and to vote at such General Meeting in respect of
all shares in Tele2 AB (publ) owned by the Pledgor (the "Shares"). The Pledgee
may also on our behalf fulfil and execute any notice or application requirement
necessary to have our Shares represented at the General Meeting, including to
take necessary measures to register the Shares for voting.

This power of attorney is to the extent possible under Swedish law irrevocable
and excludes the Pledgor from exercising the voting rights at General Meetings
of shareholders in Tele2 AB (publ) with respect to the Shares subject to the
Share Pledge Agreement.

This power of attorney becomes effective on the date that it is signed by the
Pledgor and it shall remain in force for one year from such date.

This power of attorney shall be governed by and construed in accordance with
Swedish law.



Date:

Place:


MILLICOM TELECOMMUNICATIONS S.A.



- -------------------------
Name:
Title:







- --------------------------------------------------------------------------------
A03313412/1.0/05 Aug 2003

                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-9
<SEQUENCE>4
<FILENAME>aug1303_ex09.txt
<TEXT>


                                                                      Exhibit 9


<PAGE>


                                                                 CONFORMED COPY


                              Dated 7 August 2003





                        MILLICOM TELECOMMUNICATIONS S.A.


                                      and


                      MILLICOM INTERNATIONAL CELLULAR S.A.


                                      and


                        DEUTSCHE TRUSTEE COMPANY LIMITED



                                   TRUST DEED



                                  constituting
                        SEK 2,555,994,000 5.00 per cent.
             Fixed and Additional Rate Guaranteed Secured Mandatory
                   Exchangeable Notes due 2006 guaranteed by
                      Millicom International Cellular S.A.
            and exchangeable into Series B Shares of Tele2 AB (publ)




                                  Linklaters
<PAGE>


                               TABLE OF CONTENTS


1  Interpretation..............................................................3

2  Amount of the Notes and Covenant of Compliance..............................6

3  Form of the Notes...........................................................7

4  Security....................................................................8

5  Stamp Duties...............................................................12

6  Guarantee and Indemnity....................................................12

7  Application of Moneys Received by the Trustee..............................14

8  Covenant to Comply with Provisions.........................................16

9  Exchange...................................................................16

10 Covenants relating to Exchange Rights and Mandatory Exchange...............17

11 General Covenants..........................................................18

12 Remuneration and Indemnification of the Trustee............................20

13 Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000...21

14 Trustee Liable for Negligence..............................................25

15 Waiver and Proof of Default................................................25

16 Trustee not Precluded from Entering into Contracts.........................25

17 Modification and Substitution..............................................26

18 Appointment, Retirement and Removal of the Trustee.........................29

19 Currency Indemnity.........................................................29

20 Notes held in Clearing Systems and Couponholders...........................30

21 Communications.............................................................30

22 Counterparts...............................................................31

23 Governing Law and Jurisdiction.............................................31


Schedule 1 Form of Definitive Note............................................33


                                       1
<PAGE>


Schedule 2 Part 1 Form of Temporary Global Note...............................63


Schedule 2 Part 2 Form of Global Note.........................................70


Schedule 3 Provisions for Meetings of Noteholders.............................78


                                       2
<PAGE>


This Trust Deed is made on 7 August 2003 between:

(1)  MILLICOM TELECOMMUNICATIONS S.A., a limited company incorporated in the
     Grand Duchy of Luxembourg, registered with the Register of Commerce and
     Companies in Luxembourg under registration number B 64899 and whose
     registered office is at 75, route de Longwy, L-8080 Bertrange (the
     "Issuer");

(2)  MILLICOM INTERNATIONAL CELLULAR S.A., a public limited company
     incorporated in the Grand Duchy of Luxembourg, registered with the
     Register of Commerce and Companies in Luxembourg under registration number
     B 40630 and whose registered office is at 75, route de Longwy, L-8080
     Bertrange (the "Guarantor"); and

(3)  DEUTSCHE TRUSTEE COMPANY LIMITED (the "Trustee", which expression, where
     the context so admits, includes any other trustee for the time being of
     this Trust Deed).

Background:

(A)  The Issuer has authorised the issue of SEK 2,555,994,000 5.00 per cent.
     Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes
     due 2006 to be constituted by this Trust Deed (as described below) and the
     Guarantor has authorised the giving of a guarantee in respect of such
     Notes.

(B)  The Notes are exchangeable into the Exchange Property which initially
     comprises 8,968,400 Series B shares in Tele2 AB (publ).

(C)  The Issuer has agreed to charge the Charged Property in favour of the
     Trustee for the benefit of the holders from time to time of the Notes in
     order to secure the Issuer's obligations in respect of the Exchange
     Rights, the redemption of the Notes and delivery of the Exchange Property
     and in respect of the Additional Interest Amounts.

(D)  The Trustee has agreed to act as trustee of this Trust Deed on the
     following terms and conditions.

This Deed witnesses and it is declared as follows:

1    Interpretation

1.1  Definitions: Expressions defined in the Conditions, unless otherwise
     defined in the main body of this Trust Deed, have the meanings given to
     them in the Conditions. In addition, the following terms and expressions
     have the following meanings:

     "affiliate" means any Subsidiary of any holding company of any entity;

     "Agency Agreement" means the agreement referred to as such in the
     Conditions, as amended from time to time, and includes any other
     agreements approved in writing by the Trustee appointing Successor Paying
     and Exchange Agents or altering any such agreements;

     "Agents" means, in relation to the Notes, the Principal Paying and
     Exchange Agent and the other Paying and Exchange Agents or any of them;

     "Charged Property" means the property, assets and rights of the Issuer
     from time to time secured by or pursuant to the Transaction Documents;

     "Conditions" means the terms and conditions set out in Schedule 1 as from
     time to time modified in accordance with this Trust Deed and, with respect
     to any Notes represented by the Temporary Global Note or the Global Note,
     as modified by the provisions of the


                                       3
<PAGE>


     Temporary Global Note or the Global Note, as the case may be. Any
     reference to a particularly numbered Condition shall be construed
     accordingly;

     "Control Agreement" means an agreement of the same name dated 7 August
     2003 between Deutsche Bank Trust Company Americas, the Issuer and the
     Trustee;

     "Coupon" means the bearer coupons relating to the Notes or, as the context
     may require, a specific number of them and includes any replacement
     Coupons issued pursuant to the Conditions;

     "Couponholder" means the bearer of a Coupon;

     "Custodian Bank" means Nordea Bank Sverige AB (publ);

     "Deposit Account" means the custody account referred to as such in the
     Share Pledge Agreement provided by the Custodian Bank in the name of the
     Issuer in respect of the Tele2 B Shares;

     "Event of Default" means an event described in Condition 14;

     "Extraordinary Resolution" has the meaning set out in Schedule 3;

     "Global Note" means the permanent global note which will represent the
     Notes, or some of them, after exchange of the Temporary Global Note, or a
     portion of it, substantially in the form set out in Part 2 of Schedule 2;

     "Guarantee" means the guarantee and indemnity of the Guarantor in Clause
     6;

     "Noteholder" means the bearer of a Note;

     "Notes" means notes substantially in the form set out in Schedule 1
     comprising the SEK 2,555,994,000 5.00 per cent. Fixed and Additional Rate
     Guaranteed Secured Mandatory Exchangeable Notes due 2006 constituted by
     this Trust Deed and for the time being outstanding or, as the context may
     require, a specific number of them and includes (except for the purposes
     of Clause 2.1) any replacement Notes issued pursuant to the Conditions and
     (except for the purposes of Clause 3.1) the Temporary Global Note and the
     Global Note;

     "outstanding" means, in relation to the Notes, all the Notes issued except
     (a) those which have been exchanged for the relevant proportion of the
     Exchange Property per Note in accordance with the Conditions including in
     the case of a Mandatory Exchange, those in respect of which the date for
     redemption has occurred and the Relevant Proportion of Exchange Property
     per Note (including any cash amount due to Noteholders) has been duly paid
     or delivered to the Trustee or as the Trustee may direct, (b) those in
     respect of which claims have become void, (c) those which have been
     purchased by the Issuer or any of its Subsidiaries or affiliates and
     cancelled as provided in the Conditions, (d) those mutilated or defaced
     Notes which have been surrendered in exchange for replacement Notes, (e)
     (for the purpose only of determining how many Notes are outstanding and
     without prejudice to their status for any other purpose) those Notes
     alleged to have been lost, stolen or destroyed and in respect of which
     replacement Notes have been issued and (f) the Temporary Global Note to
     the extent that it shall have been exchanged for the Global Note pursuant
     to its provisions, provided that for the purposes of (1) ascertaining the
     right to attend and vote at any meeting of the Noteholders, (2) the
     determination of how many Notes are outstanding for the purposes of the
     Conditions and Schedule 3, (3) the exercise of any discretion, power or
     authority which the Trustee is required, expressly or


                                       4
<PAGE>


     impliedly, to exercise in or by reference to the interests of the
     Noteholders and (4) the certification (where relevant) by the Trustee as
     to whether any event, circumstances or matter is in its opinion materially
     prejudicial to the interests of the Noteholders, those Notes which are
     beneficially held by or on behalf of the Issuer, the Guarantor or any of
     their respective subsidiaries and not cancelled shall (unless no longer so
     held) be deemed not to remain outstanding;

     "Paying and Exchange Agents" means the banks (including the Principal
     Paying and Exchange Agent) referred to as such in the Conditions or any
     Successor Paying and Exchange Agents in each case at their respective
     specified offices;

     "Potential Event of Default" means any condition, event or act which, with
     the lapse of time and/or the issue, making or giving of any notice,
     certification, declaration, demand, determination and/or request and/or
     taking of any similar action and/or the fulfilment of any similar
     condition, could constitute an Event of Default;

     "Principal Paying and Exchange Agent" means the bank named as such in the
     Conditions or any Successor Principal Paying and Exchange Agent;

     "Securities Lending Agreement" means a securities lending agreement dated
     18 July 2003 made between the Issuer and Deutsche Bank AG London (as
     supplemented and amended from time to time);

     "Security" means all or any of the security interests created or intended
     by the Issuer to be created in favour of the Trustee by and pursuant to
     the Transaction Documents;

     "specified office" means, in relation to a Paying and Exchange Agent, the
     office identified with its name at the end of the Conditions or any other
     office approved by the Trustee and notified to Noteholders pursuant to the
     Conditions;

     "Stock Exchange" means the Luxembourg Stock Exchange or any other or
     further stock exchange(s) on which the Notes may from time to time be
     listed;

     "Subsidiary" has the meaning ascribed to it under Section 736 of the
     Companies Act 1985;

     "Successor" means, in relation to the Paying and Exchange Agents, such
     other or further person as may from time to time be appointed by the
     Issuer and the Guarantor as a Paying and Exchange Agent with the written
     approval of, and on terms approved in writing by, the Trustee and notice
     of whose appointment is given to Noteholders pursuant to Clause 11.13;

     "Temporary Global Note" means the temporary global note which will
     represent the Notes on issue substantially in the form set out in Part 1
     of Schedule 2;

     "this Trust Deed" means this Trust Deed (as from time to time altered in
     accordance with this Trust Deed) and any other document executed in
     accordance with this Trust Deed (as from time to time so altered) and
     expressed to be supplemental to this Trust Deed;

     "Transaction Documents" means this Trust Deed, the Share Pledge Agreement,
     the U.S. Security Agreement and the Control Agreement;

     "trust corporation" means a trust corporation (as defined in the Law of
     Property Act 1925) or a corporation entitled to act as a trustee pursuant
     to applicable foreign legislation relating to trustees; and


                                       5
<PAGE>


     "U.S. Security Agreement" means the security agreement governed by New
     York law dated 7 August 2003 between the Issuer and the Trustee.

1.2  Construction of Certain References: References to:

     1.2.1  costs, charges, remuneration or expenses include any value added,
            turnover or similar tax charged in respect thereof;

     1.2.2  "SEK" and "Swedish kronor" are to the lawful currency of the
            Kingdom of Sweden;

     1.2.3  "U.S. dollars" and "U.S.$" are to the lawful currency of the United
            States of America; and

     1.2.4  an action, remedy or method of judicial proceedings for the
            enforcement of creditors' rights include references to the action,
            remedy or method of judicial proceedings in jurisdictions other
            than England as shall most nearly approximate thereto.

1.3  Headings: Headings shall be ignored in construing this Trust Deed.

1.4  Schedules: The Schedules are part of this Trust Deed and have effect
     accordingly.

1.5  Contracts (Rights of Third Parties) Act 1999: A person who is not a party
     to this Trust Deed has no right under the Contracts (Rights of Third
     Parties) Act 1999 to enforce any term of this Trust Deed, except to the
     extent (if any) that this Trust Deed expressly provides for such Act to
     apply to any of its terms.

2    Amount of the Notes and Covenant of Compliance

2.1  Amount of the Notes: The aggregate principal amount of the Notes is
     limited to an amount not exceeding SEK 2,555,994,000.

2.2  Covenant of Compliance: The Issuer covenants with the Trustee that it will
     comply with, and perform and observe all the provisions of the Conditions
     and of the Transaction Documents which are expressed to be binding on it
     and covenants that it will on any date when the Notes become due to be
     redeemed unconditionally deliver (or procure the delivery of) the relevant
     proportion of the Exchange Property per Note together with any cash sums
     payable in accordance with the Conditions to or to the order of the
     Trustee and will (subject to the Conditions) until such delivery (both
     before and after judgment) unconditionally pay to or to the order of the
     Trustee interest on the U.S. dollar Equivalent Amount of the Notes as set
     out in the Conditions provided that (1) payment of any sum due or delivery
     of any Exchange Property in respect of the Notes made to the Principal
     Paying and Exchange Agent as provided in the Agency Agreement shall, to
     that extent, satisfy such obligation except to the extent that there is
     failure in its subsequent payment or delivery to the relevant Noteholders
     or the Trustee under the Conditions, (2) the delivery of Exchange Property
     and any payment made after the due date or after accelerated maturity
     following an Event of Default pursuant to Condition 14 will be deemed to
     have been made when the full amount due has been received by the Principal
     Paying and Exchange Agent or the Trustee, except to the extent that there
     is failure in its subsequent payment to the relevant Noteholders or, as
     the case may be, the Trustee under the Conditions and (3) every delivery
     of the relevant proportion of the Exchange Property per Note (together
     with any cash sums payable in accordance with the Conditions) to a
     Noteholder who has exercised Exchange Rights shall, to such extent,
     satisfy the Issuer's obligations in respect


                                       6
<PAGE>


     of the relevant Note. The Trustee will hold the benefit of these covenants
     on trust for the Noteholders.

2.3  Discharge: Subject to Clause 2.4, any payment to be made in respect of the
     Notes or the Coupons or any transfer or delivery of Exchange Property to
     be made in respect of the Notes by the Issuer or the Trustee may be made
     as provided in the Conditions and any payment, transfer or delivery so
     made will (subject to Clause 2.4) to that extent be a good discharge to
     the Issuer or the Trustee, as the case may be.

2.4  Mandatory Exchange after a Default: At any time after an Event of Default
     or a Potential Event of Default has occurred, the Trustee may:

     2.4.1  by notice in writing to the Issuer, the Guarantor and the Agents,
            require the Agents, until notified by the Trustee to the contrary,
            so far as permitted by applicable law:

           (i)  to act as Agents of the Trustee under this Trust Deed and the
                Notes on the terms of the Agency Agreement (with consequential
                amendments as necessary and except that the Trustee's liability
                for the indemnification, remuneration and expenses of the Agents
                will be limited to the amounts for the time being held by the
                Trustee in respect of the Notes on the terms of this Trust Deed)
                and thereafter to hold all Exchange Property, Notes, Coupons and
                all moneys, documents and records held by them in respect of the
                Exchange Property, Notes and Coupons to the order of the Trustee
                or

           (ii) to deliver all Notes and Coupons, all Exchange Property and all
                moneys, documents and records held by them in respect of the
                Notes, Coupons or Exchange Property to the Trustee or as the
                Trustee directs in such demand and

     2.4.2  on demand in writing to the Issuer and the Guarantor require them
            to make all subsequent payments, transfers or deliveries of the
            Exchange Property in respect of the Notes to or to the order of the
            Trustee and not to the Principal Paying and Exchange Agent.

3    Form of the Notes

3.1  The Global Note: The Notes will initially be represented by the Temporary
     Global Note in the principal amount of SEK 2,555,994,000. Interests in the
     Temporary Global Note will be exchangeable for the Global Note as set out
     in the Temporary Global Note. The Global Note will be exchangeable for
     definitive Notes as set out in the Global Note.

3.2  The Definitive Notes: The definitive Notes and Coupons will be security
     printed in accordance with applicable legal and stock exchange
     requirements substantially in the forms set out in Schedule 1. The Notes
     will be endorsed with the Conditions.

3.3  Signature: The Notes and Coupons will be signed manually or in facsimile
     by two Directors of the Issuer and the Notes will be authenticated by or
     on behalf of the Principal Paying and Exchange Agent. The Issuer may use
     the facsimile signature of such persons who at the date of this Trust Deed
     are Directors. Only Notes and Coupons so executed and authenticated will
     be binding and valid obligations of the Issuer.


                                       7
<PAGE>


4    Security

4.1  Security Interests: The Issuer with full title guarantee and as continuing
     security hereby:

     4.1.1  assigns by way of security in favour of the Trustee all its rights,
            title and interest in and to the Securities Lending Agreement;

     4.1.2  assigns by way of security in favour of the Trustee all of the
            Issuer's rights, title and interest in and to the Agency Agreement
            including the Issuer's rights to any sums held by the Principal
            Paying and Exchange Agent under or pursuant to the Agency Agreement
            to meet payments due in respect of the Notes;

     4.1.3  charges by way of a first fixed charge in favour of the Trustee all
            its rights, title and interest over the Tele2 B Shares which may be
            repaid by Deutsche Bank AG London (otherwise than to the Deposit
            Account) pursuant to the Securities Lending Agreement and all sums
            derived therefrom including without limitation any right to
            delivery thereof or to an equivalent number or nominal value
            thereof which arises in connection with any such assets being held
            in a clearing system or through a custodian or other financial
            intermediary; and

     4.1.4  charges by way of a first fixed charge in favour of the Trustee,
            all its rights, title and interest in all other property comprising
            Exchange Property from time to time and which is not already
            subject to the Share Pledge Agreement.

     The Issuer covenants that it will give notice to Deutsche Bank AG London
     both in its capacity as counterparty to the Securities Lending Agreement
     and as Principal Paying and Exchange Agent of the charges and/or
     assignments by way of Security created by this Trust Deed. As at the date
     of the Trust Deed, the Issuer covenants that all of the Tele2 B Shares
     have been lent (and delivered) to Deutsche Bank AG London under the terms
     of the Securities Lending Agreement on or before the date hereof.

     The Security created pursuant to Clauses 4.1.1 to 4.1.4 and pursuant to
     the Share Pledge Agreement is granted to the Trustee (as trustee for
     itself and the Noteholders) as continuing security for the Issuer's
     obligations in respect of (i) the Exchange Rights pursuant to Condition 6,
     (ii) redemption of the Notes and delivery of the Exchange Property
     pursuant to Conditions 5(a) and (c) (other than in any such case payments
     of any Accrued Interest or Discounted Interest Amount) and (iii) in
     respect of Additional Interest Amounts.

     The Issuer confirms that the Security created pursuant to the U.S.
     Security Agreement and the Control Agreement is pledged to the Trustee (as
     trustee for itself, the Noteholders and the Couponholders) as continuing
     security to secure the due and punctual payment of the Issuer's
     obligations in respect of payment of the Fixed Interest Amounts, Accrued
     Interest and Discounted Interest Amounts.

     The Trustee shall be entitled to retain the Security constituted by the
     Transaction Documents until the date (the "release date") on which the
     obligations of the Issuer under the Transaction Documents have been
     unconditionally performed or paid and discharged in full, as the case may
     be. The Trustee may only release the Security constituted by the
     Transaction Documents prior to the release date in accordance, and in
     order to comply with, this Trust Deed and the Conditions. In particular,
     and without limitation, the Trustee will release the Security over the
     relevant Charged Property to the extent that:


                                       8
<PAGE>


     (a)  the Issuer is required to deliver Exchange Property as a result of
          either the exercise of a Noteholder of its Exchange Rights pursuant
          to Condition 6 or redemption of the Notes pursuant to Condition 5(a)
          or Condition 5(c);

     (b)  the Issuer is required to make a payment of Accrued Interest or
          Discounted Interest Amounts pursuant to the Conditions; or

     (c)  the Issuer is required to make payment of Fixed Interest Amounts
          pursuant to the terms of the Conditions.

     Upon delivery of the Exchange Property pursuant to the Conditions, the
     Issuer's Specified Proportion of the Exchange Property per Note shall
     cease to be part of the Exchange Property and shall be released from the
     Security, and shall be retained or delivered to the Issuer.

4.2  Covenants:

     4.2.1  For so long as the Charged Property remains subject to the Security
            constituted by the relevant Transaction Document, the Issuer hereby
            agrees that it shall not deal with the Exchange Securities and any
            of the Exchange Property except strictly in accordance with the
            terms of the Transaction Documents and the Securities Lending
            Agreement. The Issuer further covenants that it shall take all
            steps to ensure that the Exchange Property is preserved and that
            all additional and/or alternative amounts and property which falls
            to be added to the Exchange Property shall be so added as and when
            provided for in the Conditions and shall take such action as the
            Trustee may require to create Security over the same.

     4.2.2  For so long as the Charged Property remains subject to the Security
            constituted by the relevant Transaction Document, the Issuer shall
            comply with and perform all its obligations under the Transaction
            Documents and the Securities Lending Agreement and shall not agree
            to any amendment, variation or termination of any of the
            Transaction Documents and the Securities Lending Agreement save,
            prior to any Security becoming enforceable, for any such amendment,
            variation or termination which has the sanction of an Extraordinary
            Resolution or which has the prior written consent of the Trustee
            (if in the Trustee's opinion the interests of the Noteholders will
            not be materially prejudiced thereby).

4.3  Liability in respect of Charged Property: The Trustee shall not be
     responsible for, nor shall it have any liability with respect to any loss
     or theft or reduction in value of any of the Charged Property and shall
     not be obliged to insure the same and shall have no responsibility or
     liability arising from the fact that the same will (if applicable) be held
     in safe custody. The Trustee shall not be responsible for the validity,
     value, sufficiency and enforceability (which the Trustee has not
     investigated) of the Security.

4.4  Rights of the Issuer: Until any Security becomes enforceable the Issuer
     may, with the sanction of an Extraordinary Resolution or with the prior
     written consent of the Trustee:

     4.4.1  take such action in relation to the Charged Property as it may
            think expedient; and

     4.4.2  exercise the rights incidental to the ownership of the Charged
            Property and, in particular (but without limitation and without
            responsibility for their exercise) any voting rights in respect of
            such property and all rights to enforce it.

     The Issuer will not exercise any rights with respect to any Charged
     Property unless (i) it is so permitted by Condition 9(a) or (ii) it has
     the consents referred to above or is directed to


                                       9
<PAGE>


     do so by an Extraordinary Resolution and, if such direction or consent is
     given, the Issuer will act only in accordance with such direction or
     consent.

4.5  Enforcement of Security: The Security shall become enforceable upon the
     Notes becoming immediately due and redeemable following the occurrence of
     an Event of Default in accordance with Condition 14.

4.6  Trustee taking possession of Charged Property: At any time after any
     Security shall have become enforceable, the Trustee shall if so requested
     in writing by holders of at least one-quarter in principal amount of the
     outstanding Notes or if so directed by an Extraordinary Resolution, and
     otherwise in its discretion may, (in each case subject to it having been
     indemnified to its satisfaction against any loss, liability, cost, claim,
     action, demand or expense which may be incurred or made against it in
     connection therewith) enforce the Security. To do this it may, at its
     discretion, take possession of all or part of the Charged Property over
     which the Security shall have become enforceable and may in its discretion
     sell, call in, collect and convert into money all or part of the Charged
     Property in such manner and on such terms as it shall think fit. The power
     of sale under Section 101 of the Law of Property Act 1925 (but without the
     restrictions imposed by Sections 93 and 103 of such Act) shall apply and
     have effect on the basis that the Trustee is a mortgagee exercising the
     power of sale conferred on mortgagees by that Act with limited title
     guarantee.

4.7  Discharge: The Trustee's receipt for any moneys paid to it shall discharge
     the person paying them and such person shall not be responsible for their
     application.

4.8  Appointment of Receiver: At any time after the Security constituted by the
     Transaction Documents becomes enforceable, the Trustee may in writing
     appoint a receiver of all or part of the Charged Property and may remove
     any receiver so appointed and appoint another in his place. No delay or
     waiver of the right to exercise these powers shall prejudice their future
     exercise. Subject as aforesaid, the following provisions shall have
     effect:

     4.8.1  such appointment may be made before or after the Trustee shall have
            taken possession of all or part of the relevant Charged Property;

     4.8.2  such receiver may be vested by the Trustee with such powers and
            discretions as the Trustee may think expedient including, without
            limitation, all the powers set out in Schedule 1 to the Insolvency
            Act 1986 and may sell, concur in selling, assign or release any of
            the relevant Charged Property without restriction and on such terms
            as he may think fit and may effect any such transaction in the name
            or on behalf of the Issuer or otherwise;

     4.8.3  such receiver shall in the exercise of his functions conform to the
            regulations from time to time made by the Trustee;

     4.8.4  the Trustee may from time to time fix such receiver's remuneration
            and direct its payment out of moneys accruing to it in the exercise
            of his powers as such receiver;

     4.8.5  the Trustee may from time to time and at any time require such
            receiver to give security for the due performance of his duties as
            receiver and may fix the nature and amount of the security to be
            given. The Trustee need not, however, in any case require any such
            security nor shall it be responsible for its adequacy or
            sufficiency;


                                      10
<PAGE>


     4.8.6  all moneys received by such receiver shall be paid over to the
            Trustee unless the Trustee directs otherwise;

     4.8.7  such receiver shall be the Issuer's agent for all purposes. The
            Issuer alone shall be responsible for its acts, defaults and
            misconduct and none of the Trustee or the Noteholders shall incur
            any liability therefor; and

     4.8.8  none of the Trustee or the Noteholders shall be responsible for any
            misconduct or negligence on the part of any such receiver.

4.9  Perfecting the Security: The Issuer shall take such action as the Trustee
     may reasonably require (1) to perfect or protect the Security created or
     intended to be created by or pursuant to the Transaction Documents over
     the Charged Property and (2) from time to time and at any time after the
     Security constituted by or pursuant to the Transaction Documents shall
     have become enforceable to facilitate the realisation of such Security and
     the exercise of the functions of the Trustee or any receiver of any such
     Charged Property. A certificate from the Trustee to the effect that a
     particular action is reasonably required by it shall be conclusive
     evidence of that fact.

4.10 Ability to Borrow on Charged Property: At any time after the Security
     constituted by the Transaction Documents becomes enforceable, the Trustee
     may at its discretion raise and borrow money on the security of the
     Charged Property or any part of it in order to defray moneys, costs,
     charges, losses and expenses paid or incurred by it in relation to the
     Trust Deed (including the costs of realising any security and the
     remuneration of the Trustee) or in exercise of any of its functions
     pursuant to the Trust Deed. The Trustee may raise and borrow such money on
     such terms as it shall think fit and may secure its repayment with
     interest by mortgaging or otherwise charging all or part of the Charged
     Property whether or not in priority to the Security constituted by or
     pursuant to the Transaction Documents and generally in such manner and
     form as the Trustee shall think fit and for such purposes may take such
     action as it shall think fit.

4.11 Attorney: The Issuer irrevocably appoints the Trustee and every receiver
     of any Charged Property appointed pursuant to the Trust Deed to be
     severally its attorney (with full power of substitution) on its behalf and
     in its name to do anything which the Issuer ought to do under the
     Transaction Documents and generally to exercise all or any of the
     functions of the Trustee or any such receiver. The Issuer ratifies and
     confirms and agrees to ratify and confirm whatever any such attorney shall
     do or purport to do in the exercise or purported exercise of such
     functions.

4.12 Liability of Trustee: Neither the Trustee nor any such receiver or any
     attorney or agent of the Trustee shall by reason of taking possession of
     any Charged Property or any other reason and whether or not as mortgagee
     in possession be liable to account for anything except actual receipts or
     be liable for any loss or damage arising from the realisation of such
     Charged Property or from any act or omission in relation to such Charged
     Property or otherwise unless such loss or damage shall be caused by its
     own fraud.

4.13 Powers additional to LPA 1925: The powers conferred by this Trust Deed in
     relation to the Charged Property on the Trustee or on any receiver of any
     such property shall be in addition to those conferred on mortgagees or
     receivers under the Law of Property Act 1925. If there is any ambiguity or
     conflict between the powers contained in that Act and those conferred by
     this Trust Deed, the terms of this Trust Deed shall prevail.


                                      11
<PAGE>


4.14 Dealings with Trustee: No one dealing with the Trustee or any receiver of
     any of the Charged Property appointed by the Trustee need enquire whether
     any of the powers, authorities and discretions conferred by or pursuant to
     this Trust Deed in relation to such property are or may be exercisable by
     the Trustee or such receiver or as to the propriety or regularity of acts
     purporting or intended to be in exercise of any such powers. The
     protection to purchasers contained in Sections 104 and 107 of the Law of
     Property Act 1925 shall apply to anyone dealing with the Trustee or such
     receiver as if the statutory powers of sale and of appointing a receiver
     in relation to the Charged Property had not been varied or extended by
     this Trust Deed.

5    Stamp Duties

     The Issuer will pay any stamp, issue, documentary, transfer and
     registration taxes and duties or other taxes and duties equivalent
     thereto, including interest and penalties, payable in the United Kingdom,
     Luxembourg or the Kingdom of Belgium in respect of the creation, issue and
     offering of the Notes and Coupons and the execution or delivery of this
     Trust Deed. The Issuer will also indemnify the Trustee and the Noteholders
     and Couponholders from and against all stamp, issue, documentary, transfer
     and registration or other taxes paid by any of them in any jurisdiction in
     connection with any action taken by or on behalf of the Trustee or, as the
     case may be, the Noteholders or the Couponholders (where permitted or
     required under this Trust Deed to take any such action) to enforce the
     Issuer's or the Guarantor's obligations under this Trust Deed, the Notes
     or the Coupons.

6    Guarantee and Indemnity

6.1  Guarantee: The Guarantor unconditionally and irrevocably guarantees that
     if the Issuer does not pay any sum payable by it by way of Fixed Interest
     Amounts, Accrued Interest, Discounted Interest Amounts or, as the case may
     be, Additional Interest Amounts, in each case by the time and on the date
     specified for such payment (whether on the normal due date, on
     acceleration or otherwise), the Guarantor will pay that sum to or to the
     order of the Trustee, in the manner provided in Clause 2.2 (or if in
     respect of sums due under Clause 12, in London in pounds sterling in
     immediately available funds) before close of business on that date in the
     city to which payment is so to be made. Clause 2.2.(1), 2.2.(2) and 2.2(3)
     will apply (with consequential amendments as necessary) to such payments
     other than those in respect of sums due under Clause 11. All payments
     under the Guarantee by the Guarantor will be made subject to Condition 12.

6.2  Guarantor as Principal Debtor: As between the Guarantor and the Trustee,
     the Noteholders and the Couponholders but without affecting the Issuer's
     obligations, the Guarantor will be liable under this Clause as if it were
     the sole principal debtor and not merely a surety. Accordingly, it will
     not be discharged, nor will its liability be affected, by anything which
     would not discharge it or affect its liability if it were the sole
     principal debtor (including (1) any time, indulgence, waiver or consent at
     any time given to the Issuer or any other person, (2) any amendment to any
     other provisions of this Trust Deed or to the Conditions or to any
     security or other guarantee or indemnity, (3) the making or absence of any
     demand on the Issuer or any other person for payment, (4) the enforcement
     or absence of enforcement of this Trust Deed, the Notes or the Coupons or
     of any security or other guarantee or indemnity, (5) the taking, existence
     or release of any security, guarantee or indemnity, (6) the dissolution,
     amalgamation, reconstruction or reorganisation of the Issuer or any other
     person or (7) the illegality, invalidity or unenforceability of or any


                                      12
<PAGE>


     defect in any provision of this Trust Deed, the Notes or the Coupons or
     any of the Issuer's obligations under any of them).

6.3  Guarantor's Obligations Continuing: The Guarantor's obligations under this
     Trust Deed are and will remain in full force and effect by way of
     continuing security until no sum remains payable under this Trust Deed,
     the Notes or the Coupons. Furthermore, those obligations of the Guarantor
     are additional to, and not instead of, any security or other guarantee or
     indemnity at any time existing in favour of any person, whether from the
     Guarantor or otherwise and may be enforced without first having recourse
     to the Issuer, any other person, any security or any other guarantee or
     indemnity. The Guarantor irrevocably waives all notices and demands of any
     kind.

6.4  Exercise of Guarantor's Rights: So long as any sum remains payable or
     Exchange Property remains deliverable under this Trust Deed, the Notes or
     the Coupons:

     6.4.1  any right of the Guarantor, by reason of the performance of any of
            its obligations under this Clause, to be indemnified by the Issuer
            or to take the benefit of or to enforce any security or other
            guarantee or indemnity will be exercised and enforced by the
            Guarantor only in such manner and on such terms as the Trustee may
            require or approve; and

     6.4.2  any amount received or recovered by the Guarantor (a) as a result
            of any exercise of any such right or (b) in the dissolution,
            amalgamation, reconstruction or reorganisation of the Issuer will
            be held in trust for the Trustee and immediately paid to the
            Trustee and the Trustee will hold it on the trusts set out in
            Clause 7.

6.5  Suspense Accounts: Any amount received or recovered by the Trustee
     (otherwise than as a result of a payment by the Issuer to the Trustee in
     accordance with Clause 2) in respect of any sum payable by the Issuer
     under this Trust Deed, the Notes or the Coupons may be placed in a
     suspense account and kept there for so long as the Trustee thinks fit.

6.6  Avoidance of Payments: The Guarantor shall on demand indemnify the
     Trustee, each Noteholder and each Couponholder against any cost, loss,
     expense or liability sustained or incurred by it as a result of it being
     required for any reason (including any bankruptcy, insolvency, winding-up,
     dissolution, or similar law of any jurisdiction) to refund all or part of
     any amount received or recovered by it in respect of any sum payable by
     the Issuer by way of Fixed Interest Amounts, Accrued Interest, Discounted
     Interest Amounts or, as the case may be, Additional Interest Amounts, in
     each case and shall in any event pay to it on demand the amount as
     refunded by it.

6.7  Debts of Issuer: If any moneys become payable by the Guarantor under this
     Guarantee, the Issuer will not (except in the event of the liquidation of
     the Issuer) so long as any such moneys remain unpaid, pay any moneys for
     the time being due from the Issuer to the Guarantor.

6.8  Indemnity: As separate, independent and alternative stipulations, the
     Guarantor unconditionally and irrevocably agrees (1) that any sum which,
     although expressed to be payable by the Issuer by way of Fixed Interest
     Amounts, Accrued Interest, Discounted Interest Amounts or, as the case may
     be, Additional Interest Amounts, in each case, is for any reason (whether
     or not now existing and whether or not now known or becoming known to the
     Issuer, the Guarantor, the Trustee or any Noteholder or Couponholder) not
     recoverable from the Guarantor on the basis of a guarantee will
     nevertheless be recoverable from it as if it were the sole principal
     debtor and will be paid by it to the Trustee


                                      13
<PAGE>


     on demand and (2) as a primary obligation to indemnify the Trustee, each
     Noteholder and each Couponholder against any loss suffered by it as a
     result of any sum expressed to be payable by the Issuer under this Trust
     Deed, the Notes or the Coupons not being paid on the date and otherwise in
     the manner specified in this Trust Deed or any payment obligation of the
     Issuer under this Trust Deed, the Notes or the Coupons being or becoming
     void, voidable or unenforceable for any reason (whether or not now
     existing and whether or not now known or becoming known to the Trustee,
     any Noteholder or any Couponholder), the amount of that loss being the
     amount expressed to be payable by the Issuer in respect of the relevant
     sum.

6.9  Subrogation of the Guarantor: The Guarantor shall be subrogated to the
     rights of the Noteholders against the Issuer in respect of any amounts
     paid by the Guarantor provided that the Guarantor shall not without the
     prior consent of the Trustee be entitled to enforce, or to receive any
     payments arising out of or based upon or prove in any insolvency or
     winding up of the Issuer in respect of, such right of subrogation until
     such time as the principal of and interest on all outstanding Notes and
     all other amounts due or Exchange Property under this Trust Deed and the
     Notes have been paid in full or delivered. Furthermore, until such time as
     aforesaid, the Guarantor shall not take any security or counter indemnity
     from the Issuer in respect of the Guarantor's obligations under this
     Clause 6. Any amount received or recovered by the Guarantor in the
     exercise of any of its rights against the Issuer will be held in trust for
     the Trustee and immediately paid to the Trustee and the Trustee will hold
     it on the trusts set out in Clause 7.

7    Application of Moneys Received by the Trustee

7.1  Pre-Enforcement: Save for any moneys received in connection with the
     realisation or enforcement of all or part of the Security constituted by
     or pursuant to this Trust Deed, all moneys received by the Trustee in
     respect of the Notes or amounts payable under this Trust Deed will,
     despite any appropriation of all or part of them by the Issuer or the
     Guarantor, be held by the Trustee on trust to apply them (subject to
     Clause 6.5 and Clause 7.4):

     7.1.1  first, in payment of all costs, charges, expenses and liabilities
            properly incurred by the Trustee (including remuneration payable to
            it) in carrying out its functions under this Trust Deed;

     7.1.2  secondly, in payment of any amounts owing in respect of the Notes
            and Coupons pari passu and rateably; and

     7.1.3  thirdly, in payment of any balance to the Issuer for itself or, if
            any moneys were received from the Guarantor and to the extent of
            such moneys, the Guarantor.

     If the Trustee holds any moneys in respect of Notes or Coupons which have
     become void or in respect of which claims have become prescribed, the
     Trustee will hold them on these trusts.

7.2  Post Enforcement (Exchange Rights): The Trustee shall apply all moneys
     received by it under the Transaction Documents in connection with the
     realisation or enforcement of the Security in respect of Exchange Rights
     constituted thereby on trust to apply them as follows:

     7.2.1  firstly, in payment or satisfaction of the fees, costs, charges,
            expenses and liabilities incurred by the Trustee or any receiver in
            preparing and executing the


                                      14
<PAGE>


            trusts hereunder (including any taxes required to be paid, the
            costs of realising any Security in respect of Exchange Rights
            and the Trustee's remuneration);

     7.2.2  secondly, in or towards payment or discharge or satisfaction pari
            passu of all amounts due and obligations in respect of the Exchange
            Rights; and

     7.2.3  thirdly, in payment of any balance to the Issuer itself, or if any
            moneys were received from the Guarantor and to the extent of such
            moneys, the Guarantor.

     The Trustee shall promptly pay to the Issuer any moneys it shall hold
     which represent principal or interest in respect of Notes or Coupons which
     have become void or in respect of which claims have become prescribed
     subject to payment or provision for the payment or satisfaction of the
     costs, charges, expenses and liabilities and the remuneration of the
     Trustee.

7.3  Post Enforcement (Interest): The Trustee shall apply all moneys received
     by it under the Transaction Documents in connection with the realisation
     or enforcement of the Security in respect of payments of cash sums
     (including interest amounts) constituted thereby on trust to apply them as
     follows:

     7.3.1  firstly, in payment or satisfaction of the fees, costs, charges,
            expenses and liabilities incurred by the Trustee or any receiver in
            preparing and executing the trusts hereunder (including any taxes
            required to be paid, the costs of realising any Security in respect
            of payments of cash sums (including interest amounts) and the
            Trustee's remuneration);

     7.3.2  secondly, or towards payment or discharge or satisfaction pari
            passu of all amounts due and obligations in respect of payments of
            cash sums (including interest amounts); and

     7.3.3  thirdly, in payment of any balance to the Issuer itself, or if any
            moneys were received from the Guarantor and to the extent of such
            moneys, the Guarantor.

     The Trustee shall promptly pay to the Issuer any moneys it shall hold
     which represent principal or interest in respect of Notes or Coupons which
     have become void or in respect of which claims have become prescribed
     subject to payment or provision for the payment or satisfaction of the
     costs, charges, expenses and liabilities and the remuneration of the
     Trustee.

7.4  Accumulation: If the amount of the moneys at any time available for
     payment in respect of the Notes under Clause 7.1 is less than 10 per cent
     of the nominal amount of the Notes then outstanding, the Trustee may, at
     its discretion, invest such moneys. The Trustee may retain such
     investments and accumulate the resulting income until the investments and
     the accumulations, together with any other funds for the time being under
     its control and available for such payment, amount to at least 10 per cent
     of the nominal amount of the Notes then outstanding and then such
     investments, accumulations and funds (after deduction of, or provision
     for, any applicable taxes) shall be applied as specified in Clause 7.1.

7.5  Investment: Moneys held by the Trustee may be invested in its name or
     under its control in any investments or other assets anywhere whether or
     not they produce income or deposited in its name or under its control at
     such bank or other financial institution in such currency as the Trustee
     may, in its absolute discretion, think fit. If that bank or institution is
     the Trustee or a subsidiary, holding or associated company of the Trustee,
     it need only


                                      15
<PAGE>


     account for an amount of interest equal to the standard amount of interest
     payable by it on such a deposit to an independent customer. The Trustee
     may at any time vary or transpose any such investments or assets or
     convert any moneys so deposited into any other currency, and will not be
     responsible for any resulting loss, whether by depreciation in value,
     change in exchange rates or otherwise.

8    Covenant to Comply with Provisions

     Each of the Issuer and the Guarantor hereby covenant with the Trustee that
     it will comply with and perform and observe all the provisions of the
     Conditions, the Transaction Documents and the Agency Agreement which are
     binding on it and that it will give effect to the Exchange Rights provided
     that any transfer and delivery of the relevant proportion of the Exchange
     Property to or to the order of a Noteholder who has exercised his Exchange
     Right in relation to a Note, in accordance with the Conditions, shall
     satisfy such obligation to give effect to the Exchange Rights. The
     Conditions shall be binding on the Issuer, the Guarantor, the Noteholders
     and the Couponholders. The Trustee shall be entitled to enforce the
     obligations of the Issuer or the Guarantor, as the case may be, under the
     Notes and the Conditions as if the same were set out and contained in this
     Trust Deed. The Trustee shall also be entitled to exercise the powers and
     discretions expressed to be conferred on it by the Notes and the
     Conditions as if the same were set out and contained in this Trust Deed.
     This Trust Deed shall be read and construed as one document with the
     Notes.

9    Exchange

9.1  Delivery of Exchange Property to Trustee: In the event of a Mandatory
     Exchange where the Exchange Notice and the relevant Note or Notes are
     delivered to the specified office of a Paying and Exchange Agent no later
     than 3 Business Days prior to the relevant Settlement Date, the Issuer
     will deliver the relevant Exchange Property and any cash amount (other
     than a Fixed Interest Amount) to the Trustee or as the Trustee may direct
     on the relevant Settlement Date.

9.2  Sale of Exchange Property: The Trustee shall sell or shall arrange for
     such Exchange Property referred to in Clause 9.1, to be sold as soon as
     practicable and shall have no responsibility for any loss occasioned by
     such sale. The Trustee shall distribute the net proceeds of the sale
     (converted where practicable into Swedish kronor and after the deduction
     by the Trustee of any amount which it determines in its discretion to be
     payable in respect of its liability to taxation and the payment of any
     capital, stamp, issue or registration duties and any costs incurred by the
     Trustee in connection with the allotment and sale of such Exchange
     Property) to the holders of the relevant Notes in accordance with
     Condition 10(a) and Clause 7 or in such other manner as the Trustee shall
     determine and notify to Noteholders in accordance with Condition 18. The
     Trustee shall have no obligation or liability to any person in respect of
     any sale of Exchange Property whether for the timing of such sale or the
     price at which any such Exchange Property is sold or the inability to sell
     any such Exchange Property, or the rate at which the net proceeds of any
     such sale are converted into Swedish kronor.

9.3  Adjustment to Exchange Property: The composition of the Exchange Property
     shall be adjusted upwards or downwards in accordance with Condition 8 or
     in accordance with Condition 9.


                                      16
<PAGE>


9.4  Dividends from Exchange Property: Subject to the Security becoming
     enforceable, any dividends and other distributions derived by the Issuer
     from the Tele2 B Shares or other Exchange Securities comprised in the
     Exchange Property shall be dealt with by the Issuer in accordance with the
     Conditions.

9.5  Determination of Calculation Agent: If any doubt shall arise as to whether
     an Adjustment Event has occurred, or as to the adjustment to be made to
     the composition of the Exchange Property or as to the Exchange Property
     per Note, a determination by the Calculation Agent (having first consulted
     with the Expert) in respect thereof shall (save in the case of manifest
     error) be final and binding on all concerned.

9.6  Selection of Expert: If the Calculation Agent after consultation with the
     Issuer fails to select an investment bank or independent appraiser, in
     each case of international repute, when required to do so for the purposes
     of the Conditions and such failure continues for a reasonable period (as
     determined by the Trustee), the Trustee shall be entitled to select such
     bank or appraiser and any costs, fees or expenses that the Trustee incurs
     in so doing shall be for the account of the Issuer.

10   Covenants relating to Exchange Rights and Mandatory Exchange

     The Issuer hereby undertakes to and covenants with the Trustee that it
     will (save with the approval of an Extraordinary Resolution or with the
     approval of the Trustee where, in the opinion of the Trustee, it is not
     materially prejudicial to the interests of the Noteholders to give such
     approval) observe all its obligations under the Conditions and this Trust
     Deed with respect to Exchange Rights and Mandatory Exchange and in
     addition it shall:

10.1 Delivery of Exchange Property: comply with its obligations to deliver
     Exchange Property (including all additional amounts which fall to be
     added) in accordance with the instructions set out in any Exchange Notice
     or, as the case may be, as specified by the Trustee, on exercise of
     Exchange Rights or a Mandatory Exchange in accordance with this Trust
     Deed, the Conditions and the Agency Agreement;

10.2 Record of Exchange Property: at all times maintain a record clearly
     identifying the composition of the Exchange Property and allow the Trustee
     and any person appointed by it to whom the Issuer shall have no reasonable
     objection free access to such record at all reasonable times;

10.3 Changes to the Exchange Rights: on each occasion that the Exchange
     Property and/or the Exchange Rights fall to be adjusted in accordance with
     the Conditions or this Trust Deed or a calculation or valuation falls to
     be made in respect thereof, and at any other time at the request of the
     Trustee, forthwith determine (or cause to be determined) the Exchange
     Property and/or Exchange Rights and, as soon as reasonably practicable
     thereafter, notify the Trustee and the Noteholders in accordance with this
     Trust Deed and the Conditions of any change in the composition and nature
     of the Exchange Property or any adjustment to the Exchange Rights,
     including, but not limited to, the circumstances requiring such change or
     adjustment, details of the Exchange Securities (as defined in the
     Conditions) or other Exchange Property, as the case may be, which,
     following such change, the holder of a Note will be entitled to receive
     upon exercise of Exchange Rights, and the date from which it shall become,
     or became, effective and such other or further information as the Trustee
     may from time to time reasonably request; and

10.4 Notices relating to Exchange Property: in the circumstances described in
     Clause 10.3, send or procure to be sent to the Trustee (in addition to any
     copies to which it may be


                                      17
<PAGE>


     entitled as a holder of any securities of the Issuer) two copies of all
     notices, statements and circulars which are received by it or any of its
     subsidiaries to which the beneficial ownership of the Exchange Property
     may be transferred in its or their capacity as legal or beneficial owner
     of any Exchange Securities and which contain information having or which
     may have a material bearing on the matters described in Clause 10.3 as
     soon as practicable, but in any event not later than seven days after the
     date of receipt thereof.

11   General Covenants

     So long as any Note remains outstanding, the Issuer and the Guarantor each
     covenants with the Trustee that it shall:

11.1 Conduct of Affairs: at all times carry on and conduct its affairs in a
     proper and efficient manner;

11.2 Opinions etc: use all reasonable endeavours to give or procure to be given
     to the Trustee such opinions, certificates, information and evidence as
     the Trustee shall require and in such form as it shall require for the
     purpose of the discharge or exercise of the duties, trusts, powers,
     authorities and discretions vested in it under this Trust Deed or by
     operation of law;

11.3 Books of Account: at all times keep such proper books of account as may be
     necessary to comply with all applicable laws and so as to enable the
     financial statements of the Issuer and the Guarantor to be prepared and
     allow the Trustee and any person appointed by the Trustee free access to
     such books of account upon reasonable notice and at all reasonable times
     during normal business hours;

11.4 Financial Statements: send to the Trustee (in addition to any copies to
     which the Trustee may be entitled as a holder of any securities of the
     Issuer) two copies in English of all annual financial statements and every
     notice of a general meeting and every other document issued by it or sent
     to its shareholders together with any of the foregoing, and every document
     issued or sent to holders of securities other than its shareholders
     (including the Noteholders) as soon as reasonably practicable after the
     issue or publication thereof;

11.5 Notice of Events of Default: forthwith give notice in writing to the
     Trustee on becoming aware of the occurrence of any Event of Default or
     Potential Event of Default;

11.6 Certificate of Directors: give to the Trustee (a) within fourteen days
     after demand by the Trustee therefor and (b) (without the necessity for
     any such demand) promptly after the publication of its audited accounts in
     respect of each financial period commencing with the financial period
     ending 31 December 2003 and in any event not later than 180 days after the
     end of each such financial period a certificate of the Issuer or, as the
     case may be, the Guarantor signed by two Directors to the effect that,
     having made all reasonable enquiries, as at a date not more than seven
     days before delivering such certificate (the "relevant date") there did
     not exist and had not existed since the relevant date of the previous
     certificate (or, in the case of the first such certificate, the date
     hereof) any Event of Default or Potential Event of Default (or if such
     exists or existed giving details of the same) and that during the period
     from and including the relevant date of the last such certificate (or, in
     the case of the first such certificate, the date hereof) to and including
     the relevant date of such certificate each of the Issuer and the Guarantor
     has complied with all its obligations contained in this Trust Deed or (if
     such is not the case) specifying the respects in which it has not
     complied;


                                      18
<PAGE>


11.7  Further Acts: so far as permitted by applicable law, at all times execute
      all such further documents and do all such further acts and things as may
      be necessary at any time or times in the opinion of the Trustee to give
      effect to this Trust Deed and the Exchange Rights;

11.8  Paying and Exchange Agents: at all times maintain Paying and Exchange
      Agents in accordance with the Conditions;

11.9  Notice of Non-payment of Full Amount: use all reasonable endeavours to
      procure that the Principal Paying and Exchange Agent shall notify the
      Trustee as soon as practicable thereafter in the event that it does not,
      on or before the due date for any payment (including the delivery of
      Exchange Property) in respect of the Notes or Coupons or any of them,
      receive unconditionally pursuant to the Agency Agreement payment of the
      full amount in the relevant currency of the moneys payable on such due
      date on all such Notes or Coupons, as the case may be;

11.10 Notice of Late Payment: in the event of the unconditional payment to the
      Principal Paying and Exchange Agent of any sum due in respect of the
      Notes or Coupons or any of them being made after the due date for payment
      thereof forthwith give or procure to be given notice to the relevant
      Noteholders in accordance with Condition 18 that such payment has been
      made;

11.11 Redemption/Repayment of Notes: not less than the number of days specified
      in the relevant Condition prior to the redemption or repayment date in
      respect of any Note, give to the Trustee notice in writing of the amount
      of such redemption or repayment pursuant to the Conditions;

11.12 Listing of Notes: in the case of the Issuer only, use all reasonable
      endeavours to obtain and/or maintain the listing of the Notes on the
      Luxembourg Stock Exchange or, if it is unable to do so having used such
      endeavours or if the maintenance of such listing is agreed by the Trustee
      to be unduly burdensome or impractical, instead use its reasonable
      endeavours to obtain and maintain an admission to listing and/or trading
      of the Notes with or on such other listing authority or listing
      authorities or stock exchange or exchanges or securities market or
      markets as it may (with the prior written approval of the Trustee) decide
      and shall also upon obtaining a quotation or listing of the Notes on such
      other stock exchange or exchanges or securities market or markets enter
      into a trust deed supplemental to this Trust Deed to effect such
      consequential amendments to this Trust Deed as the Trustee may require or
      as shall be requisite to comply with the requirements of any such stock
      exchange or securities market;

11.13 Change in Agents: give notice to the Noteholders in accordance with
      Condition 18 of any appointment, resignation or removal of any Paying and
      Exchange Agent after having obtained the approval of the Trustee thereto
      or any change of any Paying and Exchange Agent's specified office and
      (except as provided by the Agency Agreement or the Conditions) at least
      30 days prior to such event taking effect;

11.14 Notices to Noteholders: send or procure to be sent to the Trustee not
      less than seven days prior to the date of publication, for the Trustee's
      approval, one copy of each notice to be given to the Noteholders in
      accordance with Condition 18 (such approval, unless so expressed, not to
      constitute approval for the purposes of Section 21 of the Financial
      Services and Markets Act 2000 (the "FSMA") of any such notice which is a
      communication within the meaning of Section 21 of the FSMA) and not
      publish such notice without such approval and, upon publication, send to
      the Trustee two copies of such notice;


                                      19
<PAGE>


11.15 Compliance: comply with and perform all its obligations under the
      Transaction Documents, the Securities Lending Agreement and the Agency
      Agreement and use all reasonable endeavours to procure that the parties
      to such Transaction Documents, the Securities Lending Agreement and the
      Agency Agreement comply with and perform all their respective obligations
      thereunder (and in the case of the Paying and Exchange Agents, comply
      with any notice given by the Trustee pursuant to Clause 2.4) and not make
      any amendment or modification to such Transaction Documents, the
      Securities Lending Agreement and the Agency Agreement without the prior
      written approval of the Trustee;

11.16 Notes held by Issuer etc.: in order to enable the Trustee to ascertain
      the principal amount of Notes for the time being outstanding for any of
      the purposes referred to in the proviso to the definition of
      "outstanding" in Clause 1, deliver to the Trustee forthwith upon being so
      requested in writing by the Trustee a certificate in writing signed by
      two Directors of the Issuer or, as the case may be, the Guarantor setting
      out the total number and aggregate principal amount of Notes which:

      11.16.1 up to and including the date of such certificate have been
              purchased by or on behalf of the Issuer or the Guarantor or any
              of their respective subsidiaries and cancelled; and

      11.16.2 are at the date of such certificate held by, for the benefit of,
              or on behalf of the Issuer or the Guarantor or any of their
              respective subsidiaries;

11.17 Inspection of Agency Agreement: use all reasonable endeavours to
      procure that each of the Agents makes available for inspection by
      holders of the Notes at its specified office copies of this Trust
      Deed, the Agency Agreement and the then latest audited balance sheet
      and profit and loss account (consolidated if applicable) of the
      Guarantor;

11.18 Tax Event and Offer: as soon as reasonably practicable give notice to the
      Trustee on the occurrence of a Tax Event or after an Offer is made
      pursuant to Conditions 6(b) and 6(c), respectively; and

11.19 Trustee's Functions: so far as permitted by applicable law, regulations
      and any stock exchange requirements by which the Issuer is bound, give to
      the Trustee such information as it reasonably requires for the performance
      of its functions.

12    Remuneration and Indemnification of the Trustee

12.1  Normal Remuneration: So long as any Note is outstanding the Issuer will
      pay the Trustee as remuneration for its services as Trustee such sum on
      such dates in each case as they may from time to time agree. Such
      remuneration will accrue from day to day from the date of this Trust Deed
      up to the date when all the Notes having become due for redemption, the
      redemption moneys to the date of redemption have been paid to the
      Principal Paying and Exchange Agent or the Trustee. However, if any
      payment to a Noteholder or a Couponholder of moneys due and/or delivery of
      any Exchange Property due in respect of any Note or Coupon is improperly
      withheld or refused, such remuneration will again accrue as from the date
      of such withholding or refusal until payment and/or delivery to such
      Noteholder or Couponholder is duly made.

12.2  Extra Remuneration: If an Event of Default or Potential Event of
      Default shall have occurred or if the Trustee finds it expedient or
      necessary or is requested by the Issuer to undertake duties which they
      both agree to be of an exceptional nature or otherwise outside the
      scope of the Trustee's normal duties under this Trust Deed, the Issuer
      will pay such


                                      20
<PAGE>


      additional remuneration as they may agree or, failing agreement as to any
      of the matters in this sub-Clause (or as to such sums referred to in
      Clause 12.1), as determined by an investment bank (acting as an expert)
      selected by the Trustee and approved by the Issuer or, failing such
      approval, nominated by the President for the time being of The Law Society
      of England and Wales. The expenses involved in such nomination and such
      investment bank's fee will be borne by the Issuer. The determination of
      such investment bank will be conclusive and binding on the Issuer, the
      Guarantor, the Trustee, the Noteholders and the Couponholders.

12.3  Expenses: The Issuer will also on written demand by the Trustee pay or
      discharge all costs, charges, liabilities and expenses properly
      incurred by the Trustee in the preparation and execution of this Trust
      Deed and the performance of its functions under this Trust Deed
      including, but not limited to, legal and travelling expenses and any
      stamp, documentary or other taxes or duties paid by the Trustee in
      connection with any legal proceedings brought or contemplated by the
      Trustee against the Issuer or the Guarantor to enforce any provision
      of the Transaction Documents, the Agency Agreement, the Notes or the
      Coupons. Such costs, charges, liabilities and expenses will:

      12.3.1  in the case of payments made by the Trustee before such demand
              (if not paid within three days of such demand and the Trustee so
              requires) carry interest from the date of the demand at the rate
              of 2 per cent per annum over the base rate of National
              Westminster Bank PLC on the date on which the Trustee made such
              payments and

      12.3.2  in other cases carry interest at such rate from 30 days after the
              date of the demand or (where the demand specifies that payment is
              to be made on an earlier date) from such earlier date .

12.4  Indemnity: Subject to the terms of Clause 14, the Issuer shall
      indemnify the Trustee in respect of Amounts or Claims (each as defined
      below) paid or incurred by it in acting as trustee under this Trust
      Deed (including (1) any Agent/Delegate Liabilities (as defined below)
      and (2) in respect of disputing or defending any Amounts or Claims
      made against the Trustee or any Agent/Delegate Liabilities). "Amounts
      or Claims" are losses, liabilities, costs, claims, actions, demands or
      expenses and "Agent/Delegate Liabilities" are Amounts or Claims which
      the Trustee is or would be obliged to pay or reimburse to any of its
      agents or delegates appointed pursuant to this Trust Deed.

12.5  Moneys Payable: The Issuer further undertakes to the Trustee that all
      moneys payable to the Trustee hereunder shall be made without set-off,
      counterclaim, deduction or withholding, unless otherwise compelled by
      law. In the event of any deduction or withholding compelled by law,
      the Issuer will pay such additional amount as will result in the
      payment to the Trustee of the amount which would otherwise have been
      paid to the Trustee by the Issuer hereunder. The Trustee agrees that
      all moneys payable to the Issuer hereunder will be made without the
      exercise of any rights of set-off.

12.6  Continuing Effect: Clauses 12.3 and 12.4 will continue in full force and
      effect as regards the Trustee even if it no longer is Trustee.

13    Provisions Supplemental to the Trustee Act 1925 and the Trustee Act 2000

13.1  By way of supplement to the Trustee Act 1925 and the Trustee Act 2000 it
      is expressly declared in the terms of the following provisions of this
      clause that in carrying out the trusts of this Trust Deed:


                                      21
<PAGE>


      13.1.1  Advice: The Trustee may act on the opinion or advice of, or
              information obtained from, any lawyer, valuer, accountant,
              surveyor, banker, broker, auctioneer or other expert and will not
              be responsible to anyone for any loss occasioned by so acting.
              Any such opinion, advice or information may be sent or obtained
              by letter, telex or fax and the Trustee will not be liable to
              anyone for acting in good faith on any opinion, advice or
              information purporting to be conveyed by such means even if it
              contains some error or is not authentic.

      13.1.2  Resolutions of Noteholders: The Trustee will not be responsible
              for having acted in good faith on any Extraordinary Resolution in
              writing or any resolution purporting to have been passed at a
              meeting of Noteholders in respect of which minutes have been made
              and signed or any direction or request of Noteholders even if it
              is later found that there was a defect in the constitution of the
              meeting or the passing of the resolution or, in the case of an
              Extraordinary Resolution in writing or direction or request of
              Noteholders it was not signed by the requisite number of
              Noteholders or that for any reason it is found that the
              resolution, direction or request was not valid or binding on the
              Noteholders or the Couponholders.

      13.1.3  Certificate signed by Directors: If the Trustee, in the exercise
              of its functions, requires to be satisfied or to have information
              as to any fact or the expediency of any act, it may call for and
              accept as sufficient evidence of that fact or the expediency of
              that act a certificate signed by any two Directors of the Issuer
              or the Guarantor as to that fact or to the effect that, in their
              opinion, that act is expedient and the Trustee need not call for
              further evidence and will not be responsible for any loss
              occasioned by acting on such a certificate.

      13.1.4  Deposit of Documents: The Trustee may appoint as custodian, on
              any terms, any bank or entity whose business includes the safe
              custody of documents or any lawyer or firm of lawyers believed by
              it to be of good repute and may deposit this Trust Deed, any of
              the Transaction Documents and any other documents with such
              custodian and pay all sums due in respect thereof. The Trustee is
              not obliged to appoint a custodian of securities payable to
              bearer.

      13.1.5  Notice: The Trustee shall not be bound to give notice to any
              person of the execution of any documents comprised or referred to
              in the Transaction Documents or to take any steps to ascertain
              whether any Event of Default or any Potential Event of Default
              has occurred and, until it shall have actual knowledge or express
              notice to the contrary, the Trustee shall be entitled to assume
              that no Event of Default or Potential Event of Default has
              occurred and that the Issuer is observing and performing all its
              obligations under the Transaction Documents.

      13.1.6  Discretion: Save as expressly otherwise provided in this Trust
              Deed, the Trustee will have absolute and uncontrolled discretion
              as to the exercise of its functions and will not be responsible
              for any loss, liability, cost, claim, action, demand, expense or
              inconvenience which may result from their exercise or
              non-exercise.

      13.1.7  Agents: Whenever it considers it expedient in the interests of
              the Noteholders, the Trustee may, in the conduct of its trust
              business, instead of acting personally, employ and pay an agent
              selected by it, whether or not a lawyer or other professional
              person, to transact or conduct, or concur in transacting or
              conducting, any business and to do or concur in doing all acts
              required to be done by the Trustee (including the receipt and
              payment of money).


                                      22
<PAGE>


      13.1.8  Delegation: Whenever it considers it expedient in the interests
              of the Noteholders, the Trustee may delegate to any person on any
              terms (including power to sub-delegate) all or any of its
              functions. It will notify the Issuer of its appointment of any
              such delegate within a reasonable time.

      13.1.9  Nominees: In relation to any asset held by it under this Trust
              Deed or the Transaction Documents, the Trustee may appoint any
              person to act as its nominee on any terms.

      13.1.10 Forged Notes: The Trustee will not be liable to the Issuer or the
              Guarantor or any Noteholder or Couponholder by reason of having
              accepted as valid or not having rejected any Note or Coupon
              purporting to be such and later found to be forged or not
              authentic.

      13.1.11 Confidentiality: Unless ordered to do so by a court of competent
              jurisdiction the Trustee shall not be required to disclose to any
              Noteholder or Couponholder any information (including, without
              limitation, information of a confidential, financial or
              price-sensitive nature) made available to the Trustee by the
              Issuer or the Guarantor.

      13.1.12 Determinations Conclusive: The Trustee may determine all
              questions and doubts arising in relation to any of the provisions
              of this Trust Deed and the Transaction Documents. Such
              determinations, whether made upon such a question actually raised
              or implied in the acts or proceedings of the Trustee, will be
              conclusive and shall bind the Issuer, the Guarantor, Trustee, the
              Noteholders and the Couponholders.

      13.1.13 Currency Conversion: Where it is necessary or desirable to
              convert any sum from one currency to another, it will (unless
              otherwise provided hereby or required by law) be converted at
              such rate or rates, in accordance with such method and as at such
              date as may be agreed by the Trustee in consultation with the
              Issuer but having regard to current rates of exchange, if
              available. Any rate, method and date so specified will be binding
              on the Issuer, the Guarantor, the Noteholders and the
              Couponholders.

      13.1.14 Events of Default: The Trustee may determine whether or not an
              Event of Default or Potential Event of Default is in its opinion
              capable of remedy. Any such determination will be conclusive and
              binding on the Issuer, the Guarantor, the Noteholders and the
              Couponholders.

      13.1.15 Payment for and Delivery of Notes: The Trustee will not be
              responsible for the receipt or application by the Issuer of the
              proceeds of the issue of the Notes, any exchange of Notes or the
              delivery of Notes to the persons entitled to them.

      13.1.16 Notes held by the Issuer etc.: In the absence of knowledge or
              express notice to the contrary, the Trustee may assume without
              enquiry (other than requesting a certificate under Clause 11.16)
              that no Notes are for the time being held by or on behalf of the
              Issuer, the Guarantor or any of their respective subsidiaries.

      13.1.17 Responsibility for agents etc.: If the Trustee exercises
              reasonable care in selecting any custodian, agent, delegate or
              nominee appointed under this clause (an "Appointee"), it will not
              have any obligation to supervise the Appointee or be responsible
              for any loss, liability, cost, claim, action, demand or expense
              incurred


                                      23
<PAGE>


              by reason of the Appointee's misconduct or default or the
              misconduct or default of any substitute appointed by the
              Appointee.

      13.1.18 Other Obligations: The Trustee shall not be responsible for the
              validity or enforceability of any obligations owed to it as
              Trustee hereof.

      13.1.19 No Responsibility for Exchange Property: The Trustee shall not at
              any time be under any duty or responsibility to any Noteholder to
              determine whether any facts exist which may require any
              adjustment to the Exchange Property or with respect to the nature
              or extent of any such adjustment when made, or with respect to
              the method employed, or in this Trust Deed provided to be
              employed, in making the same. The Trustee shall not at any time
              be under any duty or responsibility in respect of the validity or
              value (or the kind or amount) of any Exchange Property, which may
              at any time be made available or delivered upon the exchange of
              any Note; and it makes no representation with respect thereto.
              The Trustee shall not be responsible for any failure of the
              Issuer to make available or deliver any Exchange Property or to
              make any payment (including in respect of any fractional Exchange
              Security) upon the exercise of the Exchange Right in respect of
              any Note or of the Issuer to comply with any of its covenants
              contained in this Trust Deed. The Trustee shall not be under any
              duty or responsibility for any insufficiency of the Exchange
              Property resulting from any shortfall arising under the
              Securities Lending Agreement or from the Trustee or the Issuer
              being liable for any tax in respect of the Exchange Property.

      13.1.20 Title:

              (i)  The Trustee shall accept without investigation, requisition
                   or objection such right and title as the Issuer has to any
                   of the Charged Property and shall not be bound to examine
                   or enquire into or be liable for any defect or failure in
                   the right or title of the Issuer to the Charged Property or
                   any part thereof whether such defect or failure is known to
                   the Trustee or might have been discovered upon examination
                   or enquiry and whether capable of remedy or not.

              (ii) The Trustee assumes no responsibility for the validity,
                   sufficiency or enforceability (which the Trustee has not
                   investigated) of the security purported to be created by
                   the Transaction Documents.

      13.1.21 Expert Reports: Any certificate or report of any accountants,
              financial advisers or investment bank or any other expert or
              other person called for by or provided to the Trustee (whether or
              not addressed to the Trustee) in accordance with or for the
              purposes of the Transaction Documents may be relied upon by the
              Trustee as sufficient evidence of the facts stated therein
              notwithstanding that such certificate or report and/or any
              engagement letter or other document entered into by the Trustee
              and/or any accountants, financial advisers or investment bank or
              any other expert or person in connection therewith contains a
              monetary limit or other limit on the liability of such
              accountants, financial advisers or investment bank or such other
              expert or other person in respect thereof and such certificate or
              report shall be binding on the Issuer, the Trustee, the
              Noteholders and the Couponholders in the absence of manifest
              error.

      13.1.22 Responsibility for Statements etc.: The Trustee shall not be
              responsible for, or for investigating any matter which is the
              subject of, any recital, statement,


                                      24
<PAGE>


              representation, warranty or covenant of any person contained in
              this Trust Deed, or any other agreement or document relating to
              the transactions contemplated in this Trust Deed or under such
              other agreement or document.

      13.1.23 Voting Rights: The Trustee need not exercise any voting or other
              such rights it may have over or in respect of the Exchange
              Property unless directed to do so by an Extraordinary Resolution
              of the Noteholders and unless indemnified to its satisfaction.

      13.1.24 Trustee: No provisions of this Trust Deed shall require the
              Trustee to cause it to expend its own funds or otherwise incur
              any financial liability in the performance of its duties or in
              the exercise of any of its rights or powers, if it shall have
              reasonable grounds for believing that re-payment of such funds or
              adequate indemnity against such risk or liability is not assured
              to it.

14   Trustee Liable for Negligence

     Section 1 of the Trustee Act 2000 shall not apply to any function of the
     Trustee, provided that if the Trustee fails to show the degree of care and
     diligence required of it as trustee having regard to the provisions of
     this Trust Deed conferring on it powers, authorities and discretion,
     nothing in this Trust Deed shall relieve or indemnify it from or against
     any liability which would otherwise attach to it in respect of any
     negligence, default, breach of duty or breach of trust of which it may be
     guilty.

15   Waiver and Proof of Default

15.1 Waiver: The Trustee may, without the consent of the Noteholders and
     without prejudice to its rights in respect of any subsequent breach, from
     time to time and at any time, if in its opinion the interests of the
     Noteholders will not be materially prejudiced thereby, waive or authorise,
     on such terms as seem expedient to it, any breach or proposed breach by
     the Issuer or the Guarantor of this Trust Deed or the Conditions or may
     determine that any condition, event or act which, but for such
     determination would constitute an Event of Default or Potential Event of
     Default shall not be treated as such provided that the Trustee will not do
     so in contravention of an express direction given by an Extraordinary
     Resolution. No such direction or request will affect a previous waiver,
     authorisation or determination. Any such waiver, authorisation or
     determination will be binding on the Noteholders and Couponholders and, if
     the Trustee so requires, will be notified to the Noteholders as soon as
     practicable.

15.2 Proof of Default: Proof that the Issuer or the Guarantor has failed to pay
     a sum due to the holder of any one Note or Coupon will (unless the
     contrary be proved) be sufficient evidence that it has made the same
     default as regards all other Notes or Coupons which are then payable.

16   Trustee not Precluded from Entering into Contracts

     The Trustee and any other person, whether or not acting for itself, may
     acquire, hold or dispose of any Note or Coupon or other security (or any
     interest therein) (including, for the avoidance of doubt, the Exchange
     Property) of the Issuer, the Guarantor or any other person whose
     securities are comprised in the Exchange Property or any entity related to
     any of them, and may enter into or be interested in any contract or
     transaction with any such person and may act on, or as depositary or agent
     for, any committee or body of


                                      25
<PAGE>


     holders of any securities of any such person in each case with the same
     rights as it would have had if the Trustee were not acting as Trustee and
     need not account for any profit.

17   Modification and Substitution

17.1 Modification: The Trustee may agree without the consent of the Noteholders
     or Couponholders to any modification of, or to any waiver or authorisation
     of any breach or proposed breach of, any of the Conditions or any
     provisions of this Trust Deed or any other Transaction Document or the
     Agency Agreement, or may determine that an Event of Default or Potential
     Event of Default, shall not be treated as such which in any such case, in
     the opinion of the Trustee, is not materially prejudicial to the interests
     of the Noteholders or to any modification of any of the Conditions, the
     Notes or the provisions of this Trust Deed or any of the provisions of the
     Transaction Documents or the Agency Agreement which is, in the opinion of
     the Trustee, of a formal, minor or technical nature or which is made to
     correct a manifest error or to comply with mandatory provisions of law.
     The Trustee may also agree to any modification to the Conditions, the
     Agency Agreement, this Trust Deed and the other Transaction Documents
     which is in its opinion not materially prejudicial to the interests of the
     Noteholders, but such power does not extend to any such modification as is
     mentioned in the proviso to paragraph 2 of Schedule 3 of this Trust Deed.
     If the Global Note shall be exchanged for Notes in definitive form with
     Coupons attached, the Trustee may also agree, without the consent of the
     Noteholders, to such modifications to this Trust Deed, the Conditions, the
     Agency Agreement, and any of the Transaction Documents as it considers
     appropriate to reflect the issue of such Notes and Coupons. Any such
     modification, waiver, authorisation or determination shall be binding on
     the Noteholders and, unless the Trustee agrees otherwise, notified to the
     Noteholders as soon as practicable thereafter in accordance with the
     Conditions.

17.2 Substitution:

     17.2.1  The Trustee may, without the consent of the Noteholders or the
             Couponholders, agree to the substitution at any time or times of
             any other entity in place of the Issuer, or of any previous
             substitute of the Issuer under this sub-Clause, as the principal
             debtor under this Trust Deed, the Transaction Documents and the
             Notes (the "Substituted Principal Obligor") provided that:

             (i)    a trust deed is executed or some other form of written
                    undertaking is given by the Substituted Principal Obligor
                    to the Trustee, in form and manner satisfactory to the
                    Trustee, agreeing to be bound by the terms of this Trust
                    Deed, the Transaction Documents and the Notes with any
                    consequential amendments which the Trustee may deem
                    appropriate as fully as if the Substituted Principal
                    Obligor had been named in this Trust Deed, the Transaction
                    Documents, the Notes and the Coupons as the principal
                    debtor in place of the Issuer (or of any previous
                    substitute of the Issuer under this sub-Clause) and
                    provided further that if the Trustee shall so require all
                    amounts payable under this Trust Deed and the Transaction
                    Documents are unconditionally and irrevocably guaranteed to
                    the satisfaction of the Trustee and the rights of exchange
                    of any of the Notes into Shares are safeguarded to the
                    satisfaction of the Trustee;

             (ii)   the Substituted Principal Obligor acquires the Issuer's
                    equity of redemption in the relevant Charged Property (if
                    any) or otherwise assumes all rights, obligations and
                    liabilities in relation to the Charged Property,
                    acknowledges


                                      26
<PAGE>


                    the security created in respect thereof and takes all such
                    action as the Trustee may require so that each such
                    security constitutes a valid legal charge, pledge or other
                    security interest as was originally created by the Issuer
                    for its obligations;

             (iii)  the Trustee is satisfied (if it requires, by reference to
                    legal opinions) that all necessary consents, and approvals
                    have been obtained and are in full force and effect;

             (iv)   if any two Directors of the Substituted Principal Obligor
                    certify that immediately prior to the assumption of its
                    obligations as Substituted Principal Obligor under this
                    Trust Deed and the Notes the Substituted Principal Obligor
                    is solvent after taking account of all prospective and
                    contingent liabilities resulting from its becoming the
                    Substantial Principal Obligor, the Trustee need not have
                    regard to the financial condition, profits or prospects of
                    the Substituted Principal Obligor or compare them with
                    those of the Issuer (or of any previous substitute of the
                    Issuer under this sub-Clause);

             (v)    the Issuer, the Guarantor and the Substituted Principal
                    Obligor shall execute such other deeds, documents and
                    instruments (if any) as the Trustee may require in order
                    that the substitution is fully effective and comply with
                    such other requirements as the Trustee may direct in the
                    interests of the Noteholders;

             (vi)   the Issuer and the Substituted Principal Obligor shall
                    comply with such other requirements as the Trustee may
                    direct in the interests of the Noteholders, including such
                    amendment of the Conditions and of any of the Transaction
                    Documents and to such other conditions as the Trustee may
                    direct subject to this Trust Deed;

             (vii)  without prejudice to the rights of reliance of the Trustee
                    under paragraph (iv), the Trustee is satisfied that the
                    relevant transaction is not materially prejudicial to the
                    interests of the Noteholders which may require (i) the
                    Issuer (jointly and severally with the Guarantor unless the
                    Guarantor is the Substituted Principal Obligor)
                    unconditionally and irrevocably to guarantee the Notes to
                    the satisfaction of the Trustee and (ii) the transfer by
                    the Issuer to the Substituted Principal Obligor of the
                    Exchange Property subject to the security created by Clause
                    4;

             (viii) the Issuer prepares or procures the preparation of a
                    supplemental offering circular with certain supplemental
                    information in relation to the Substituted Principal
                    Obligor to be filed with the Luxembourg Stock Exchange (so
                    long as the Notes are listed on the Luxembourg Stock
                    Exchange);

             (ix)   the obligations of the Substituted Principal Obligor as the
                    principal debtor under this Trust Deed, the Transaction
                    Documents, the Notes and the Coupons are irrevocably and
                    unconditionally guaranteed by the Issuer (jointly and
                    severally with the Guarantor) unless the Substituted
                    Principal Obligor is the Guarantor in form and substance
                    satisfactory to the Trustee, together with the making of
                    such other appropriate arrangements to safeguard any rights
                    of the Noteholders (including but not limited to the


                                      27
<PAGE>


                    Exchange Rights) as the Trustee may reasonably direct in
                    the interests of the Noteholders;

             (x)    the Trustee is satisfied (if it requires, by reference to
                    legal opinions) that (a) the Substituted Principal Obligor
                    has obtained all governmental and regulatory approvals and
                    consents necessary for its assumption of liability as
                    principal debtor in respect of the Trust Deed and the Notes
                    in place of the Issuer (or such previous substitute of the
                    Issuer as aforesaid) and (b) the Issuer has obtained all
                    governmental and regulatory approvals and consents
                    necessary for the guarantee to be fully effective as
                    referred to in sub-Clause 17.2.1(vii) and (ix) and (c) such
                    approvals and consents are at the time of substitution in
                    full force and effect;

             (xi)   the Trustee is provided with legal opinions reasonably
                    acceptable to the Trustee from leading law firms in the
                    jurisdiction in which the Substituted Principal Obligor is
                    incorporated or established and England confirming that the
                    Notes, the Coupons, the Trust Deed, the Agency Agreement
                    and the instrument referred to in sub-Clause 17.2.1(i)
                    constitute legal, valid and binding obligations of the
                    Substituted Principal Obligor.

     17.2.2  Release: An agreement by the Trustee pursuant to Clause 17.2 will,
             if so expressed, release the Issuer (or a previous substitute)
             from any or all of its obligations under this Trust Deed and the
             Notes and the Coupons. Notice of the substitution will be given to
             the Noteholders within 14 days of the execution of such documents
             and compliance with such requirements.

     17.2.3  Completion of Substitution: On completion of the formalities set
             out in Clause 17.2.1, the Substituted Principal Obligor will be
             deemed to be named in this Trust Deed, the Notes and the Coupons
             as the principal debtor in place of the Issuer (or of any previous
             substitute as the case may be) and this Trust Deed and the Notes
             and the Coupons will be deemed to be amended as shall be necessary
             to give effect to the substitution and without prejudice to the
             generality of the foregoing, any references in this Trust Deed, in
             the Notes and in the Coupons to the Issuer shall be deemed to be
             references to the Substituted Principal Obligor.

     17.2.4  Interests of Noteholders: In connection with any proposed
             substitution, the Trustee shall not have regard to, or be in any
             way liable for, the consequences of such substitution for
             individual Noteholders or Couponholders resulting from their being
             for any purpose domiciled or resident in, or otherwise connected
             with, or subject to the jurisdiction of, any particular territory.
             No Noteholder or Couponholder shall, in connection with any such
             substitution, be entitled to claim from the Issuer or the
             Guarantor any indemnification or payment in respect of any tax
             consequence of any such substitution upon individual Noteholders
             or Couponholders.

     17.2.5  Change of law: In connection with any proposed substitution of the
             Issuer or any previous substitute, the Trustee may, in its
             absolute discretion and without the consent of the Noteholders or
             the Couponholders agree to a change of the law from time to time
             governing the Notes and the Coupons and this Trust Deed provided
             that such change of law, in the opinion of the Trustee, would not
             be materially prejudicial to the interests of the Noteholders and
             the Couponholders.


                                      28
<PAGE>


18   Appointment, Retirement and Removal of the Trustee

18.1 Appointment: The Issuer has the power of appointing new trustees but
     no-one may be so appointed unless previously approved by an Extraordinary
     Resolution. A trust corporation will at all times be a Trustee and may be
     the sole Trustee. Any appointment of a new Trustee will be notified by the
     Issuer to the Noteholders as soon as practicable.

18.2 Retirement and Removal: Any Trustee may retire at any time on giving at
     least three months' written notice to the Issuer and the Guarantor without
     giving any reason or being responsible for any costs occasioned by such
     retirement and the Noteholders may by Extraordinary Resolution remove any
     Trustee provided that the retirement or removal of a sole trust
     corporation will not be effective until a trust corporation is appointed
     as successor Trustee. If a sole trust corporation gives notice of
     retirement or an Extraordinary Resolution is passed for its removal, the
     Issuer will use all reasonable endeavours to procure that another trust
     corporation be appointed as Trustee and if it does not procure the
     appointment of a new trustee within 30 days of the expiry of the Trustee
     notice referred to in this Clause, the Trustee shall be entitled to
     procure forthwith the appointment of a new trustee.

18.3 Co-Trustees: The Trustee may, despite Clause 18.1, by written notice to
     the Issuer and the Guarantor appoint anyone to act as an additional
     Trustee jointly with the Trustee:

     18.3.1  if the Trustee considers the appointment to be in the interests of
             the Noteholders and/or the Couponholders;

     18.3.2  to conform with a legal requirement, restriction or condition in a
             jurisdiction in which a particular act is to be performed; or

     18.3.3  to obtain a judgment or to enforce a judgment or any provision of
             this Trust Deed in any jurisdiction.

     Subject to the provisions of this Trust Deed the Trustee may confer on any
     person so appointed such functions as it thinks fit. The Trustee may by
     written notice to the Issuer, the Guarantor and that person remove that
     person. At the Trustee's request, the Issuer and the Guarantor will
     forthwith do all things as may be required to perfect such appointment or
     removal and each of them irrevocably appoints the Trustee as its attorney
     in its name and on its behalf to do so.

18.4 Competence of a Majority of Trustees: If there are more than two Trustees
     the majority of them will be competent to perform the Trustee's functions
     provided the majority includes a trust corporation.

18.5 Merger: Any corporation into which the Trustee may be merged or converted
     or with which it may be consolidated, or any corporation resulting from
     any merger, conversion or consolidation to which the Trustee shall be a
     party, or any corporation succeeding to all or substantially all the
     corporate trust business of the Trustee, shall be the successor of the
     Trustee hereunder, provided such corporation shall be otherwise qualified
     and eligible under this Clause, without the execution or filing of any
     paper or any further act on the part of any of the parties hereto.

19   Currency Indemnity

19.1 Currency of Account and Payment: U.S. dollars (or, in relation to Clause
     12, pounds sterling) (the "Contractual Currency") is the sole currency of
     account and payment for all


                                      29
<PAGE>


     sums payable by the Issuer or the Guarantor under or in connection with
     this Trust Deed, the Notes and the Coupons, including damages.

19.2 Extent of discharge: An amount received or recovered in a currency other
     than the Contractual Currency (whether as a result of, or of the
     enforcement of, a judgment or order of a court of any jurisdiction, in the
     insolvency, winding-up or dissolution of the Issuer or the Guarantor or
     otherwise), by the Trustee or any Noteholder or Couponholder in respect of
     any sum expressed to be due to it from the Issuer or Guarantor will only
     discharge the Issuer and Guarantor to the extent of the Contractual
     Currency amount which the recipient is able to purchase with the amount so
     received or recovered in that other currency on the date of that receipt
     or recovery (or, if it is not practicable to make that purchase on that
     date, on the first date on which it is practicable to do so).

19.3 Indemnity: If that Contractual Currency amount is less than the
     Contractual Currency amount expressed to be due to the recipient under
     this Trust Deed or the Notes, the Issuer, failing whom the Guarantor, will
     indemnify it against any loss sustained by it as a result. In any event,
     the Issuer, failing whom the Guarantor, will indemnify the recipient
     against the cost of making any such purchase.

19.4 Indemnities separate: The indemnities in this Clause 19 and in Clause 12.4
     constitute separate and independent obligations from the other obligations
     in this Trust Deed, will give rise to a separate and independent cause of
     action, will apply irrespective of any indulgence granted by the Trustee
     and/or any Noteholder and will continue in full force and effect despite
     any judgment, order, claim or proof for a liquidated amount in respect of
     any sum due under this Trust Deed and/or the Notes or any other judgment
     or order.

20   Notes held in Clearing Systems and Couponholders

     20.1.1  Notes Held in Clearing Systems: So long as any Global Note is held
             on behalf of a clearing system, in considering the interests of
             Noteholders, the Trustee may have regard to any information
             provided to it by such clearing system or its operator as to the
             identity (either individually or by category) of its
             accountholders or participants with entitlements to any such
             Global Note and may consider such interests on the basis that such
             accountholders or participants were the holder(s) thereof.

     20.1.2  Couponholders: No notices need be given to Couponholders. They
             shall be deemed to have notice of the contents of any notice given
             to Noteholders. Even if it has express notice to the contrary, in
             exercising any of its functions by reference to the interests of
             the Noteholders, the Trustee shall assume that the holder of each
             Note is the holder of all Coupons relating to it.

21   Communications

     Any communication shall be by letter or fax:

     in the case of the Issuer, to it at:

     Millicom Telecommunications S.A.
     75, route de Longwy
     L-8080 Bertrange

     Fax number:                + 352 27 759 359
     Attention:                 Chief Financial Officer


                                      30
<PAGE>


     in the case of the Guarantor, to it at:

     Millicom International Cellular S.A.
     75, route de Longwy
     L-8080 Bertrange

     Fax number:                + 352 27 759 359
     Attention:                 Chief Financial Officer

     with a copy to:

     Banque Invik SA
     7 Avenue J.P. Pescatore
     PO Box 285
     L-2012 Luxembourg
     Attention:                 Head of Corporate Finance

     and in the case of the Trustee, to it at:

     Deutsche Trustee Company Limited
     Winchester House
     1 Great Winchester Street
     London EC2N 2DB

     Telephone number: 020 7545 8000
     Fax number:                020 7547 6149
     Attention:                 Managing Director

     Communications will take effect, in the case of delivery, when delivered
     or, in the case of fax, when despatched. Communications not by letter
     shall be confirmed by letter but failure to send or receive that letter
     shall not invalidate the original communication.

22   Counterparts

     This Trust Deed and any trust deed supplemental hereto may be executed and
     delivered in any number of counterparts, all of which, taken together,
     shall constitute one and the same deed and any party to this Trust Deed or
     any trust deed supplemental hereto may enter into the same by executing
     and delivering a counterpart.

23   Governing Law and Jurisdiction

23.1 Governing Law: This Trust Deed shall be governed by and construed in
     accordance with English law.

23.2 Jurisdiction: The courts of England are to have jurisdiction to settle any
     disputes which may arise out of or in connection with this Trust Deed or
     the Notes and accordingly any legal action or proceedings arising out of
     or in connection with this Trust Deed or the Notes ("Proceedings") may be
     brought in such courts. The Issuer and the Guarantor each irrevocably
     submits to the jurisdiction of such courts and waives any objections to
     Proceedings in such courts on the ground of venue or on the ground that
     the Proceedings have been brought in an inconvenient forum. These
     submissions are for the benefit of each of the Trustee and the Noteholders
     and shall not limit the right of any of them to take Proceedings in any
     other court of competent jurisdiction nor shall the taking of Proceedings
     in any one or more jurisdictions preclude the taking of Proceedings in any
     other jurisdiction (whether concurrently or not).


                                      31
<PAGE>


23.3 Service of Process: Each of the Issuer and the Guarantor irrevocably
     appoints Metro International UK Limited, at its registered office for the
     time being (being at the date hereof at 3rd Floor, Interpark House, 7 Down
     Street, London W1J 7AJ) to receive, for it and on its behalf, service of
     process in any Proceedings in England. Such service shall be deemed
     completed on delivery to such process agent (whether or not it is
     forwarded to and received by the Issuer or the Guarantor). If for any
     reason such process agent ceases to act as such or no longer has a
     registered office or a place of business in England each of the Issuer and
     the Guarantor irrevocably agrees to appoint a substitute process agent
     acceptable to the Trustee and shall immediately notify the Trustee of such
     appointment. Nothing shall affect the right to serve process in any other
     manner permitted by law.


                                      32
<PAGE>


                                   Schedule 1
                            Form of Definitive Note

On the front:

                     ISIN                                 Certif. No.
                     XS0173345140


               Millicom Telecommunications S.A., societe anonyme
           (Registered office: 75, route de Longwy, L-8080 Bertrange)
                          (R.C.S. Luxembourg B 64899)
 (Incorporated for an unlimited duration, with limited liability in the
                          Grand Duchy of Luxembourg)
                       SEK 2,555,994,000 5.00 per cent.
   Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes
          due 2006 guaranteed by Millicom International Cellular S.A.
           (Incorporated with limited liability in the Grand Duchy of
                   Luxembourg) and exchangeable into Series B
                           Shares of Tele2 AB (publ)

This Note forms part of a series designated as specified in the title (the
"Notes") of Millicom Telecommunications S.A. (the "Issuer") constituted by the
Trust Deed referred to on the reverse hereof. The Notes are subject to, and
have the benefit of, that Trust Deed and the terms and conditions (the
"Conditions") set out on the reverse hereof. If the Note has not been
previously exchanged, it will be mandatorily exchanged on 7 August 2006 in
accordance with the Conditions.

This is to certify that this Note has a principal amount of:

     SEK 14,250 (fourteen thousand, two hundred and fifty Swedish kronor).

and that the bearer of this Note is entitled on the Maturity Date, or on such
earlier date as exchange is effected in accordance with the Trust Deed and the
Conditions, to the Relevant Proportion of the Exchange Property (as specified
and defined in the Conditions) determined in accordance with the Conditions
together with interest on the U.S. dollar Equivalent Amount (as defined in
accordance with the Conditions) of this Note from 7 August 2003 at the rate of
5.00 per cent. per annum determined in accordance with the Conditions payable
annually in arrear on 7 February and 7 August in each year and any Additional
Interest Amounts (as defined in the Conditions) and any other moneys payable in
respect of this Note, in each case subject to and in accordance with the
Conditions. Payments of Additional Interest Amounts and any amounts payable by
the Trustee pursuant to Condition 6(d) shall be made against presentation (and
in the case of such payment pursuant to Condition 6(d)) surrender and
endorsement of this Note at the specified office of any Paying and Exchange
Agent named below.

This Note shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Principal Paying and Exchange Agent.


                                      33
<PAGE>


In witness whereof the Issuer has caused this Note to be signed in facsimile on
its behalf.

Dated 7 August 2003

Millicom Telecommunications S.A.

By:                                       By:



Director                                  Director

This Note is authenticated by or on behalf of the Principal Paying and Exchange
Agent.

By:



Director

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


                                      34
<PAGE>


                              Terms and Conditions



                               35-59 (left blank)
<PAGE>


                      PRINCIPAL PAYING AND EXCHANGE AGENT

                            Deutsche Bank AG London
                                Winchester House
                           1 Great Winchester Street
                                London EC2N 2DB



                           PAYING AND EXCHANGE AGENT

                         Deutsche Bank Luxembourg S.A.
                          2 Boulevard Konrad Adenauer
                               L-1115 Luxembourg




                                      60
<PAGE>


Form of Fixed Rate Interest Coupon

On the front:

millicom TELECOMMUNICATIONS s.a., societe anonyme
(Registered office: 75, route de Longwy, L-8080 Bertrange)
(R.C.S.. Luxembourg B 64899)

SEK 2,555,994,000 5.00 per cent. Fixed and Additional Rate Guaranteed Secured
Mandatory Exchangeable Notes due 2006 guaranteed by Millicom International
Cellular S.A.

Notes in the principal amount of SEK 14,250.

Coupon (calculated on the U.S. dollar Equivalent Amount of each Note of
U.S.$1,727.27) for the amount of U.S.$43.18 payable on 7 February and 7 August
2004/2005/2006.

This Coupon is payable to bearer (subject to the Conditions endorsed on the
Note to which this Coupon relates, which shall be binding upon the holder of
this Coupon whether or not it is for the time being attached to such Note) at
the specified offices of the Paying and Exchange Agents set out on the reverse
hereof (or any further or other Paying and Exchange Agents or specified offices
duly appointed or nominated and notified to the Noteholders).

If the Note to which this Coupon relates shall have become due and payable
before the maturity date of this Coupon, this Coupon shall become void and no
payment shall be made in respect of it.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



MILLICOM TELECOMMUNICATIONS S.A.

By:                                       By:



Director                                  Director



            Cp No.     Denomination     ISIN             Series     Certif. No.
                                        XS0173345140


                                      61
<PAGE>


                                  On the back:

                      PRINCIPAL PAYING AND EXCHANGE AGENT

                            Deutsche Bank AG London
                                Winchester House
                           1 Great Winchester Street
                                London EC2N 2DB



                           PAYING AND EXCHANGE AGENT

                         Deutsche Bank Luxembourg S.A.
                          2 Boulevard Konrad Adenauer
                               L-1115 Luxembourg


                                      62
<PAGE>


                                   Schedule 2
                                     Part 1
                         Form of Temporary Global Note

ISIN: XS0173345140

               Millicom Telecommunications S.A., societe anonyme
           (Registered office: 75, route de Longwy, L-8080 Bertrange)
                          (R.C.S. Luxembourg B 64899)
                 (Incorporated for an unlimited duration, with
                      limited liability in the Grand Duchy
                of Luxembourg) SEK 2,555,994,000 5.00 per cent.
 Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes
          due 2006 guaranteed by Millicom International Cellular S.A.
                  (Incorporated with limited liability in the
                           Grand Duchy of Luxembourg)
            and exchangeable into Series B Shares of Tele2 AB (publ)

                             Temporary Global Note

This is to certify that the bearer is entitled to the relevant proportion of
the Exchange Property (as defined in the Conditions and as determined in
accordance with the Conditions) payable in respect of Notes in respect of the
principal amount not exceeding

       Two billion, five hundred and fifty-five million, nine hundred and
            ninety-four thousand Swedish kronor (SEK 2,555,994,000)

on the Maturity Date, or such earlier date as exchange is effected in
accordance with the Trust Deed (as defined below) and with the terms and
conditions (the "Conditions") of the Notes designated above (the "Notes") set
out in Schedule 1 to the trust deed dated 7 August 2003 (the "Trust Deed")
between Millicom Telecommunications S.A. (the "Issuer"), Millicom International
Cellular S.A. (the "Guarantor") and Deutsche Trustee Company Limited (the
"Trustee"), upon presentation and surrender of this Temporary Global Note and
to pay interest at the rate of 5.00 per cent. per annum on the U.S. dollar
Equivalent Amount (as defined in the Conditions) of each Note in arrear on 7
February and 7 August in each year and any Additional Interest Amounts, as
defined and in accordance with the Conditions and any other moneys payable in
respect of this Note, in each case subject to and in accordance with the
Conditions. If this Note has not been previously exchanged, it will be
mandatorily exchanged on 7 August 2006 (in accordance with the Conditions).

On or after 17 September 2003 (the "Exchange Date") this Temporary Global Note
may be exchanged in whole or part (free of charge to the holder) by its
presentation and, on exchange in full, surrender to or to the order of the
Principal Paying and Exchange Agent for interests in a permanent global note
(the "Global Note") in bearer form in an aggregate principal amount equal to
the principal amount of this Temporary Global Note submitted for exchange with
respect to which there shall be presented to the Principal Paying and Exchange
Agent a certificate dated no earlier than the Exchange Date from Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear") or Clearstream
Banking, societe anonyme ("Clearstream, Luxembourg") substantially to the
following effect:

                                  "CERTIFICATE
     Millicom Telecommunications S.A., societe anonyme (Incorporated for an
        unlimited duration, with limited liability in the Grand Duchy of
                                  Luxembourg)


                                      63
<PAGE>


                        SEK 2,555,994,000 5.00 per cent.
   Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes
          due 2006 guaranteed by Millicom International Cellular S.A.
  (Incorporated with limited liability in the Grand Duchy of Luxembourg) and
             exchangeable into Series B Shares of Tele2 AB (publ)
             Common Code 017334514 ISIN XS0173345140 (the "Notes")

This is to certify that, based solely on certificates we have received in
writing, by tested telex or by electronic transmission from member
organisations appearing in our records as persons being entitled to a portion
of the principal amount set out below (our "Member Organisations")
substantially to the effect set out in the temporary global note in respect of
the Notes, as of the date hereof, SEK ? principal amount of the Notes (1) is
owned by persons that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States persons"), (2) is owned by United States persons that
(a) are foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) ("financial
institutions")) purchasing for their own account or for resale, or (b) acquired
the Notes through foreign branches of United States financial institutions and
who hold the Notes through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (3) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign
financial institutions described in clause (3) above (whether or not also
described in clause (1) or (2)) have certified that they have not acquired the
Notes for purposes of resale directly or indirectly to a United States person
or to a person within the United States or its possessions.

We further certify (1) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of such temporary global Note excepted in such certificates and (2)
that as of the date hereof we have not received any notification from any of
our Member Organisations to the effect that the statements made by such Member
Organisation with respect to any portion of the part submitted herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.

We understand that this certificate is required in connection with certain tax
laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorise you to produce
this certificate to any interested party in such proceedings.

Yours faithfully

[EUROCLEAR BANK S.A./N.V., as operator of the Euroclear System] or [CLEARSTREAM
BANKING, SOCIETE ANONYME]

By:                               Dated:                  "



                                      64
<PAGE>


Any person appearing in the records of Euroclear or Clearstream, Luxembourg as
entitled to an interest in this Temporary Global Note may require the exchange
of an appropriate part of this Temporary Global Note for an equivalent interest
in the Global Note by delivering or causing to be delivered to Euroclear or
Clearstream, Luxembourg a certificate dated not more than 15 days before the
Exchange Date in substantially the following form (copies of which will be
available at the office of Euroclear in Brussels and Clearstream, Luxembourg in
Luxembourg):

                                  "CERTIFICATE
               Millicom Telecommunications S.A., societe anonyme
 (Incorporated for an unlimited duration, with limited liability in the
                          Grand Duchy of Luxembourg)
                       SEK 2.555,994,000 5.00 per cent.
   Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes
          due 2006 guaranteed by Millicom International Cellular S.A.
     (Incorporated with limited liability in the Grand Duchy of Luxembourg)
            and exchangeable into Series B Shares of Tele2 AB (publ)
             Common Code 017334514 ISIN XS0173345140 (the "Notes")

To:  Euroclear Bank S.A./N.V., as operator of the Euroclear System or
     Clearstream Banking, societe anonyme


This is to certify that as of the date hereof, and except as set out below, the
Notes held by you for our account (1) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source ("United States
person(s)"), (2) are owned by United States person(s) that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(iv) ("financial institutions")) purchasing
for their own account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either
case (a) or (b), each such United States financial institution hereby agrees,
on its own behalf or through its agent, that you may advise the Issuer or the
Issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (3) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period
(as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and
in addition if the owner of the Notes is a United States or foreign financial
institution described in clause (3) above (whether or not also described in
clause (1) or (2)) this is to further certify that such financial institution
has not acquired the Notes for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

As used herein, "United States" means the United States of America (including
the States and the District of Columbia) and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to that date on
which you intend to submit your certificate relating to the Notes held by you
for our account in accordance with your documented procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certificate applies as of such date.


                                      65
<PAGE>


This certificate excepts and does not relate to SEK ? principal amount of such
interest in the Notes in respect of which we are not able to certify and as to
which we understand exchange for an equivalent interest in the Global Note (or,
if relevant, exercise of any rights or collection of any interest) cannot be
made until we do so certify.

We understand that this certificate is required in connection with certain tax
laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorise you to produce
this certificate to any interested party in such proceeding.

Dated:

By:



[Name of person giving certificate]
As, or as agent for the beneficial owner(s) of the above Notes to which this
certificate relates."

Upon any exchange of a part of this Temporary Global Note for an equivalent
interest in the Global Note the portion of the principal amount hereof so
exchanged or increased shall be endorsed by or on behalf of the Principal
Paying and Exchange Agent in the Schedule hereto, whereupon the principal
amount hereof shall be reduced (in the case of an exchange) for all purposes by
the amount so exchanged.

The Global Note will be exchangeable in accordance with its terms for
definitive Notes (the "Definitive Notes") in bearer form.

This Temporary Global Note is subject to the Conditions and the Trust Deed and
until the whole of this Temporary Global Note shall have been exchanged for
equivalent interests in the Global Note its holder shall be entitled to the
same benefits as if he were the holder of the Global Note for interests in
which it may be exchanged (or the relevant part of it as the case may be)
except that (unless exchange of this Temporary Global Note for the relevant
interest in the Global Note shall be improperly withheld or refused by or on
behalf of the Issuer) no person shall be entitled to receive any payment on
this Temporary Global Note or to exercise Exchange Rights in respect of any
Notes represented by this Temporary Global Note.

This Temporary Global Note shall not be valid or become obligatory for any
purpose until authenticated by or on behalf of the Principal Paying and
Exchange Agent.

This Temporary Global Note shall be governed by and construed in accordance
with English law.


                                      66
<PAGE>


In witness whereof the Issuer has caused this Temporary Global Note to be
signed on its behalf.

Dated 7 August 2003

Millicom Telecommunications S.A.

By:                                       By:



Director                                  Director

This Temporary Global Note is authenticated by or on behalf of the Principal
Paying and Exchange Agent.

By:



Authorised Signatory

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


                                      67
<PAGE>


     Schedule of Reduction in Principal Amount of the Temporary Global Note

The following increases or reductions in the principal amount of the Notes in
respect of which this Temporary Global Note is issued have been made as a
result of exchanges of an interest in this Temporary Global Note for an
interest in the Global Note (as defined in the Trust Deed):


<TABLE>
Date of Exchange   Amount of decrease in      Principal amount of this   Notation made by or
                   principal amount of this   Temporary Global Note      on behalf of the
                   Temporary Global Note      following such decrease    Principal Paying and
                                                                         Exchange Agent
<S>                <C>                        <C>                        <C>
</TABLE>


                                      68
<PAGE>


Millicom Telecommunications S.A. (registered with the Luxembourg Register of
Commerce and Companies ("Registre de Commerce et des Societes") under number B
64899 was incorporated, for unlimited duration, as a limited liability company
under Luxembourg law by notarial deed on 3 June 1998 published in the
"Memorial, Journal Officiel du Grand-Duche de Luxembourg, Recueil Special des
Societes et Associations" number 633 on 7 September 1998. The Articles of
Association of the Issuer have been amended several times and most recently by
notarial deed in Luxembourg on 26 June 2002.

The Articles of Association of the Issuer are filed with the Trade and Company
Registrar of the District Court of Luxembourg.

The Issuer's registered office is at 75, route de Longwy, L-8080 Bertrange.

The Issuer's authorised capital is fixed at (euro)39,775,025 divided into
1,591,001 shares with a par value of (euro)25, each of which is fully paid up.

The Issuer's payment obligations in respect of Fixed Interest Amounts, Accrued
Interest, Discounted Interest Amounts or, as the case may be, Additional
Interest Amounts under the Notes or Coupons are unconditionally and irrevocably
guaranteed by the Guarantor.

The Issuer's obligations in respect of the (Exchange Rights) pursuant to
Condition 6, redemption of the Notes and delivery of Exchange Property pursuant
to Conditions 5(a) and 5(c) (other than, in any such case, payment of any
Accrued Interest or Discounted Interest Amount) and in respect of Additional
Interest Amounts are secured in favour of the Trustee for the benefit of itself
and the Noteholders, subject as provided in these Conditions and the
Transaction Documents, pursuant to the Trust Deed as follows:

(i)   by an assignment by way of security of all the Issuer's rights, title
      and interest in and to the Securities Lending Agreement;

(ii)  by an assignment by way of security of all the Issuer's rights, title
      and interest in and to the Agency Agreement, including the Issuer's
      rights to any sums held by the Principal Paying and Exchange Agent
      under or pursuant to the Agency Agreement to meet payments due in
      respect of the Notes;

(iii) by a share pledge agreement (governed by Swedish law)(the "Share
      Pledge Agreement") dated 7 August 2003 between the Issuer, the
      Trustee and Nordea Bank Sverige AB (publ) and a first fixed charge
      over all Tele2 B Shares repaid by Deutsche Bank AG London pursuant to
      the Securities Lending Agreement (which are not otherwise charged by
      means of the Share Pledge Agreement); and

(iv)  a first fixed charge over all other property comprising Exchange Property
      from time to time.

The Issuer's obligations in respect of Fixed Interest Amounts, Accrued Interest
and Discounted Interest Amounts are secured in favour of the Trustee for the
benefit of itself and the Noteholders, subject as provided in these Conditions
and the Transaction Documents by a security agreement (governed by New York
law) dated 7 August 2003 between the Issuer and the Trustee granting a security
interest in U.S. Treasury Securities, which security interest will be perfected
by the terms of a Control Agreement.


                                      69
<PAGE>


                                   Schedule 2
                                   Part 2
                              Form of Global Note

ISIN: XS0173345140

               Millicom Telecommunications S.A., societe anonyme
           (Registered office: 75, route de Longwy, L-8080 Bertrange)
                          (R.C.S. Luxembourg B 64899)
                 (Incorporated for an unlimited duration, with
              limited liability in the Grand Duchy of Luxembourg)
                       SEK 2,555,994,000 5.00 per cent.
 Fixed and Additional Rate Guaranteed Secured Mandatory Exchangeable Notes
          due 2006 guaranteed by Millicom International Cellular S.A.
                  (Incorporated with limited liability in the
                           Grand Duchy of Luxembourg)
                          and exchangeable into Series
                          B Shares of Tele2 AB (publ)

                                  Global Note

This is to certify that the bearer is entitled to the relevant proportion of
the Exchange Property (as defined in the Conditions and as determined in
accordance with the Conditions) payable in respect of Notes in respect of the
principal amount not exceeding

       Two billion, five hundred and fifty-five million, nine hundred and
            ninety-four thousand Swedish kronor (SEK 2,555,994,000)

on the Maturity Date (or such earlier date as such exchange is effected in
accordance with the Trust Deed (as defined below) and with the terms and
conditions (the "Conditions") of the Notes designated above (the "Notes") set
out in Schedule 1 to the trust deed dated 7 August 2003 (the "Trust Deed")
between Millicom Telecommunications S.A. (the "Issuer"), Millicom International
Cellular S.A. (the "Guarantor") and Deutsche Trustee Company Limited (the
"Trustee"), upon presentation and surrender of this Global Note and to pay
interest at the rate of 5.00 per cent. per annum on the U.S. dollar Equivalent
Amount (as defined in the Conditions) of each Note in arrear on 7 February and
7 August in each year and any Additional Interest Amounts, as defined and in
accordance with the Conditions and any other moneys payable in respect of this
Note, in each case subject to and in accordance with the Conditions. If this
Note has not been previously exchanged, it will be mandatorily exchanged on 7
August 2006 (in accordance with the Conditions).

The aggregate principal amount from time to time of this Global Note shall be
that amount not exceeding SEK 2,555,994,000 as shall be shown by the latest
entry in the fourth column of the Schedule hereto, which shall be completed by
or on behalf of the Principal Paying and Exchange Agent upon exchange of the
whole or a part of the Temporary Global Note initially representing the Notes
for a corresponding interest herein or upon the redemption or purchase and
cancellation of or exercise of Exchange Rights in respect of Notes represented
hereby or exchanged for Definitive Notes as described below.

This Global Note is exchangeable in whole but not in part (free of charge to
the holder) for the Definitive Notes described below (1) if this Global Note is
held on behalf of Euroclear or Clearstream, Luxembourg and any such clearing
system is closed for business for a continuous period of 14 days (other than by
reason of holidays, statutory or otherwise) or announces an intention
permanently to cease business or does in fact do so by, in either case, such
holder giving notice to the Principal Paying and Exchange Agent, or (2) if the
Issuer has satisfied the Trustee


                                      70
<PAGE>


that it would suffer a material disadvantage in respect of the Notes which
would not be suffered were the Notes in definitive form and a certificate to
such effect signed by two Directors of the Issuer is delivered to the Trustee,
by the Issuer giving notice to the Principal Paying and Exchange Agent and the
Noteholders, of its intention to exchange this Global Note for Definitive Notes
on or after the Permanent Global Exchange Date specified in the notice.

On or after the Permanent Global Exchange Date the holder of this Global Note
may surrender this Global Note to or to the order of the Principal Paying and
Exchange Agent. In exchange for this Global Note, the Issuer shall deliver, or
procure the delivery of, an equal aggregate principal amount of duly executed
and authenticated Definitive Notes (having attached to them all Coupons in
respect of interest which has not already been paid on the Global Note).

"Permanent Global Exchange Date" means a day falling not less than 60 days
after that on which the notice requiring exchange is given pursuant to (1) or
(2) above and on which banks are open for business in the city in which the
specified office of the Principal Paying and Exchange Agent is located and
except in the case of exchange pursuant to (1) above, in the cities in which
Euroclear and Clearstream, Luxembourg (each as defined under "Notices" below)
are located.

Except as otherwise described herein, this Global Note is subject to the
Conditions and the Trust Deed and, until it is exchanged for Definitive Notes,
its holder shall be entitled to the same benefits as if it were the holder of
the Definitive Notes for which it may be exchanged and as if such Definitive
Notes had been issued on the date of this Global Note.

The Conditions shall be modified with respect to Notes represented by this
Global Note by the following provisions:

Exchange Rights

The right to exercise Exchange Rights in respect of Notes represented by this
Global Note is exercisable by presentation of this Global Note to or to the
order of the Principal Paying and Exchange Agent for notation of exercise of
the Exchange Rights together with one or more duly completed Exchange Notices.
Delivery of an Exchange Notice will constitute confirmation by the beneficial
owner of the Notes to be exchanged that the information and the representations
in the Exchange Notice are true and accurate on the date of delivery.

Payments

Principal and interest in respect of this Global Note shall be paid to its
holder against presentation and (if no further payment falls to be made on it)
surrender of it to or to the order of the Principal Paying and Exchange Agent
(or to or to the order of such other Paying and Exchange Agent as shall have
been notified to the Noteholders for this purpose) which shall endorse such
payment or cause such payment to be endorsed in the Schedule hereto (such
endorsement being prima facie evidence that the payment in question has been
made). References in the Conditions to Coupons and Couponholders shall be
construed accordingly. No person shall however be entitled to receive any
payment on this Global Note falling due after the Permanent Global Exchange
Date, unless exchange of this Global Note for Definitive Notes is improperly
withheld or refused by or on behalf of the Issuer.

Notices

So long as this Global Note is held on behalf of Euroclear Bank S.A./N.V. as
operator of the Euroclear System ("Euroclear") and/or Clearstream Banking,
societe anonyme ("Clearstream, Luxembourg"), notices required to be given to
Noteholders may be given by their being delivered to Euroclear and Clearstream,
Luxembourg, rather than by publication as required by the


                                      71
<PAGE>


Conditions, except that, so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of that Exchange so require, notices shall also be
published in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburger Wort). Any such notice given only by
delivery as aforesaid shall be deemed to have been given on the second day
after that on which such notice is delivered to Clearstream, Luxembourg and/or
Euroclear, as the case may be, as aforesaid.

Prescription

Claims in respect of principal or interest or any other sums due in respect of
this Global Note will become void unless it is presented for payment within a
period of 10 years (in the case of principal) and five years (in the case of
interest) from the appropriate Relevant Date. "Relevant Date" means whichever
is the later of (i) the date on which such payment first becomes due and (ii)
if the full amount payable has not been received by the Principal Paying and
Exchange Agent or the Trustee on or prior to such due date, the date on which
the full amount having been so received, notice to that effect shall have been
given to the Noteholders.

Purchase and Cancellation

Cancellation of any Note represented by this Global Note which is to be
cancelled will be effected by reduction in the principal amount of this Global
Note on its presentation to or to the order of the Principal Paying and
Exchange Agent for notation in the Schedule hereto.

Meetings

The holder hereof shall (unless this Global Note represents only one Note) be
treated as two persons for the purposes of any quorum requirements of a meeting
of Noteholders and, at any such meeting, as having one vote in respect of each
SEK 14,250 in principal amount of Notes for which this Global Note may be
exchanged.

Trustee's Powers

In considering the interests of Noteholders in circumstances where this Global
Note is held on behalf Euroclear and/or Clearstream, Luxembourg, the Trustee
may, to the extent it considers it appropriate to do so in the circumstances,
(a) have regard to such information as may have been made available to it by or
on behalf of the relevant clearing system or its operator as to the identity of
its accountholders (either individually or by way of category) with
entitlements in respect of this Global Note and (b) consider such interests on
the basis that such accountholders were the holder of this Global Note.

Clearing Systems

Any reference herein to Clearstream, Luxembourg and/or Euroclear shall,
whenever the context so permits, be deemed to include a reference to any
additional or alternative clearing system approved by the Issuer, the Principal
Paying and Exchange Agent and the Trustee and, for so long as the Notes remain
listed on the Luxembourg Stock Exchange, the Luxembourg Stock Exchange.

This Global Note shall not be valid or become obligatory for any purpose until
authenticated by or on behalf of the Principal Paying and Exchange Agent.

This Global Note is governed by and shall be construed in accordance with
English law.


                                      72
<PAGE>


In witness whereof the Issuer has caused this Global Note to be signed on its
behalf.

Dated 7 August 2003

Millicom Telecommunications S.A.

By:                                               By:



Director                                          Director



This Global Note is authenticated by or on behalf of the Principal Paying and
Exchange Agent.

By:



Authorised Signatory

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.


                                      73
<PAGE>


                                   Schedule A
                      Principal Amount of this Global Note

The aggregate principal amount of this Global Note is as shown by the latest
entry made by or on behalf of the Principal Paying and Exchange Agent in the
fourth column below. Increases in the principal amount of this Global Note
following exchanges of a part of the Temporary Global Note for interests in
this Global Note and reductions in the principal amount of this Global Note
following redemption or the purchase and cancellation of or exercise of
Exchange Rights in respect of Notes are entered in the second and third columns
below.

<TABLE>
Date         Reason for change in      Amount of such   Initial principal       Notation made by
             the principal amount of   change           amount and principal    or on behalf of
             this Global Note1                          amount of this Global   the Principal
                                                        Note following such     Paying and
                                                        change                  Exchange Agent
                                                                                (other than in
                                                                                respect of the
                                                                                initial
                                                                                principal amount)
<S>          <C>                       <C>               <C>                    <C>
</TABLE>


7 August 2003                                                   SEK zero




- ---------
1    State whether increase/reduction following (1) exchange of part of
     Temporary Global Note or (2) redemption of Notes or (3) purchase and
     cancellation of Notes or (4) exercise of Exchange Rights.


                                      74
<PAGE>


                                   Schedule B
             Fixed Interest Payments in respect of this Global Note

The following payments of Fixed Interest in respect of this Global Note and the
Notes represented by this Global Note have been made:


<TABLE>
Date made    Amount of Fixed Interest    Amount of Fixed Interest    Notation made by or on behalf
             due and payable             paid                        of the Principal Paying and
                                                                     Exchange Agent
<S>          <C>                         <C>                         <C>
</TABLE>


                                      75
<PAGE>


                                   Schedule C
          Additional Interest Payments in respect of this Global Note

The following payments of Additional Interest Amounts in respect of this Global
Note and the Notes represented by this Global Note have been made:


<TABLE>
Date made    Amount of Additional    Amount of Additional    Notation made by or on behalf
             Interest due            Interest paid           of the Principal Paying and
             and payable                                     Exchange Agent
<S>          <C>                     <C>                     <C>
</TABLE>


                                      76
<PAGE>


Millicom Telecommunications S.A. (registered with the Luxembourg Register of
Commerce and Companies ("Registre de Commerce et des Societes") under number B
64899 was incorporated, for unlimited duration, as a limited liability company
under Luxembourg law by notarial deed on 3 June 1998 published in the
"Memorial, Journal Officiel du Grand-Duche de Luxembourg, Recueil Special des
Societes et Associations" number 633 on 7 September 1998. The Articles of
Association of the Issuer have been amended several times and most recently by
notarial deed in Luxembourg on 26 June 2002.

The Articles of Association of the Issuer are filed with the Trade and Company
Registrar of the District Court of Luxembourg.

The Issuer's registered office is at 75, route de Longwy, L-8080 Bertrange.

The Issuer's authorised capital is fixed at (euro)39,775,025 divided into
1,591,001 shares with a par value of (euro)25, each of which is fully paid up.

The Issuer's payment obligations in respect of Fixed Interest Amounts, Accrued
Interest, Discounted Interest Amounts or, as the case may be, Additional
Interest Amounts under the Notes or Coupons are unconditionally and irrevocably
guaranteed by the Guarantor.

The Issuer's obligations in respect of the (Exchange Rights) pursuant to
Condition 6, redemption of the Notes and delivery of Exchange Property pursuant
to Conditions 5(a) and 5(c) (other than, in any such case, payment of any
Accrued Interest or Discounted Interest Amount) and in respect of Additional
Interest Amounts are secured in favour of the Trustee for the benefit of itself
and the Noteholders, subject as provided in these Conditions and the
Transaction Documents, pursuant to the Trust Deed as follows:

(i)   by an assignment by way of security of all the Issuer's rights, title and
      interest in and to the Securities Lending Agreement;

(ii)  by an assignment by way of security of all the Issuer's rights, title and
      interest in and to the Agency Agreement, including the Issuer's rights to
      any sums held by the Principal Paying and Exchange Agent under or pursuant
      to the Agency Agreement to meet payments due in respect of the Notes;

(iii) by a share pledge agreement (governed by Swedish law)(the "Share Pledge
      Agreement") dated 7 August 2003 between the Issuer, the Trustee and Nordea
      Bank Sverige AB (publ) and a first fixed charge over all Tele2 B Shares
      repaid by Deutsche Bank AG London pursuant to the Securities Lending
      Agreement (which are not otherwise charged by means of the Share Pledge
      Agreement); and

(iv)  a first fixed charge over all other property comprising Exchange Property
      from time to time.

The Issuer's obligations in respect of Fixed Interest Amounts, Accrued Interest
and Discounted Interest Amounts are secured in favour of the Trustee for the
benefit of itself and the Noteholders, subject as provided in these Conditions
and the Transaction Documents by a security agreement (governed by New York
law) dated 7 August 2003 between the Issuer and the Trustee granting a security
interest in U.S. Treasury Securities, which security interest will be perfected
by the terms of a Control Agreement.


                                      77
<PAGE>


                                   Schedule 3
                     Provisions for Meetings of Noteholders


Interpretation

1    In this Schedule:

1.1  references to a meeting are to a meeting of Noteholders and include,
     unless the context otherwise requires, any adjournment

1.2  "agent" means a holder of a voting certificate or a proxy for a Noteholder

1.3  "block voting instruction" means an instruction issued in accordance with
     paragraphs 8 to 14

1.4  "Extraordinary Resolution" means (i) a resolution passed at a meeting duly
     convened and held in accordance with this Trust Deed by a majority of at
     least 75 per cent. of the votes cast or (ii) a written resolution signed
     by or on behalf of the holders of not less than 90 per cent. of principal
     amount of Notes outstanding

1.5  "voting certificate" means a certificate issued in accordance with
     paragraphs 5, 6, 7 and 14

1.6  "24 hours" shall mean a period of 24 hours including all or part of a day
     upon which banks are open for business in both the place where the
     relevant meeting is to be held and in each of the places where the Paying
     and Exchange Agents have their specified offices (disregarding for this
     purpose the day upon which such meeting is to be held) and such period
     shall be extended by one period or, to the extent necessary, more periods
     of 24 hours until there is included as aforesaid all or part of a day upon
     which banks are open for business in all of the places as aforesaid

1.7  "48 hours" shall mean a period of 48 hours including all or part of a day
     upon which banks are open for business in both the place where the
     relevant meeting is to be held and in each of the places where the Paying
     and Exchange Agents have their specified offices (disregarding for this
     purpose the day upon which such meeting is to be held) and such period
     shall be extended by one period or, to the extent necessary, more periods
     of 24 hours until there is included as aforesaid all or part of two days
     upon which banks are open for business in all of the places as aforesaid
     and

1.8  references to persons representing a proportion of the Notes are to
     Noteholders or agents holding or representing in the aggregate at least
     that proportion in principal amount of the Notes for the time being
     outstanding.

Powers of meetings

2    A meeting shall, subject to the Conditions and without prejudice to any
     powers conferred on other persons by this Trust Deed, have power by
     Extraordinary Resolution:

2.1  to sanction any proposal by the Issuer, the Guarantor or the Trustee for
     any modification, abrogation, variation or compromise of, or arrangement
     in respect of, the rights of the Noteholders and/or the Couponholders
     against the Issuer or the Guarantor, whether or not those rights arise
     under this Trust Deed

2.2  to sanction the exchange or substitution for the Notes of, or the
     conversion of the Notes into, shares, Notes or other obligations or
     securities of the Issuer, the Guarantor or any other entity


                                      78
<PAGE>


2.3  to assent to any modification of this Trust Deed, the Transaction
     Documents and the Agency Agreement or the Notes or the Coupons proposed by
     the Issuer, the Guarantor or the Trustee

2.4  to authorise anyone to concur in and do anything necessary to carry out
     and give effect to an Extraordinary Resolution

2.5  to give any authority, direction or sanction required to be given by
     Extraordinary Resolution

2.6  to appoint any persons (whether Noteholders or not) as a committee or
     committees to represent the Noteholders' interests and to confer on them
     any powers or discretions which the Noteholders could themselves exercise
     by Extraordinary Resolution

2.7  to approve a proposed new Trustee and to remove a Trustee

2.8  to approve the substitution of any entity for the Issuer or the Guarantor
     (or any previous substitute) as principal debtor or guarantor under this
     Trust Deed and

2.9  to discharge or exonerate the Trustee from any liability in respect of any
     act or omission for which it may become responsible under this Trust Deed,
     the Notes or the Coupons

     provided that the special quorum provisions in paragraph 19 shall apply to
     any Extraordinary Resolution (a "special quorum resolution") for the
     purpose of sub-paragraph 2.2 or 2.8 or for the purpose of making a
     modification to the Transaction Documents, the Agency Agreement or the
     Notes which would have the effect of:

     (i)    modifying the maturity of the Notes or the dates on which interest
            is payable on them or

     (ii)   reducing or cancelling the principal amount of, or Fixed Interest
            Amounts or Additional Interest Amounts payable on, or varying the
            method of calculating the rate of such interest or reducing the
            minimum rate of such interest on, the Notes or

     (iii)  changing the currency of payment in respect of the Notes or

     (iv)   modifying or cancelling the Guarantee or

     (v)    modifying or cancelling the Exchange Rights or the security in
            respect of the Exchange Rights or

     (vi)   modifying or cancelling any rights relating to Mandatory Exchange of
            the Notes or

     (vii)  modifying the provisions in this Schedule concerning the quorum
            required at a meeting or the majority required to pass an
            Extraordinary Resolution or

     (viii) amending this proviso.

Convening a meeting

3    The Issuer, the Guarantor or the Trustee may at any time convene a
     meeting. If it receives a written request by Noteholders holding at least
     10 per cent in principal amount of the Notes for the time being
     outstanding and is indemnified to its satisfaction against all costs and
     expenses, the Trustee shall convene a meeting. Every meeting shall be held
     at a time and place approved by the Trustee.

4    At least 21 days' notice (exclusive of the day on which the notice is
     given and of the day of the meeting) shall be given to the Noteholders. A
     copy of the notice shall be given by the party convening the meeting to
     the other parties. The notice shall specify the day, time and place of
     meeting and, unless the Trustee otherwise agrees, the nature of the
     resolutions to


                                      79
<PAGE>


     be proposed and shall explain how Noteholders may appoint proxies or
     representatives, obtain voting certificates and use block voting
     instructions and the details of the time limits applicable.

Arrangements for voting

5    If a holder of a Note wishes to obtain a voting certificate in respect of
     it for a meeting, he must deposit it for that purpose at least 48 hours
     before the time fixed for the meeting with a Paying and Exchange Agent or
     to the order of a Paying and Exchange Agent with a bank or other
     depositary nominated by the Paying and Exchange Agent for the purpose. The
     Paying and Exchange Agent shall then issue a voting certificate in respect
     of it.

6    A voting certificate shall:

6.1  be a document in the English language

6.2  be dated

6.3  specify the meeting concerned and the serial numbers of the Notes
     deposited and

6.4  entitle, and state that it entitles, its bearer to attend and vote at that
     meeting in respect of those Notes.

7    Once a Paying and Exchange Agent has issued a voting certificate for a
     meeting in respect of a Note, it shall not release the Note until either:

7.1  the meeting has been concluded or

7.2  the voting certificate has been surrendered to the Paying and Exchange
     Agent.

8    If a holder of a Note wishes the votes attributable to it to be included
     in a block voting instruction for a meeting, then, at least 48 hours
     before the time fixed for the meeting, (i) he must deposit the Note for
     that purpose with a Paying and Exchange Agent or to the order of a Paying
     and Exchange Agent with a bank or other depositary nominated by the Paying
     and Exchange Agent for the purpose and (ii) he or a duly authorised person
     on his behalf must direct the Paying and Exchange Agent how those votes
     are to be cast. The Paying and Exchange Agent shall issue a block voting
     instruction in respect of the votes attributable to all Notes so
     deposited.

9    A block voting instruction shall:

9.1  be a document in the English language

9.2  be dated

9.3  specify the meeting concerned

9.4  list the total number and serial numbers of the Notes deposited,
     distinguishing with regard to each resolution between those voting for and
     those voting against it

9.5  certify that such list is in accordance with Notes deposited and
     directions received as provided in paragraphs 8, 11 and 14 and

9.6  appoint a named person (a "proxy") to vote at that meeting in respect of
     those Notes and in accordance with that list.

     A proxy need not be a Noteholder.


                                      80
<PAGE>


10   Once a Paying and Exchange Agent has issued a block voting instruction for
     a meeting in respect of the votes attributable to any Notes:

10.1 it shall not release the Notes, except as provided in paragraph 11, until
     the meeting has been concluded and

10.2 the directions to which it gives effect may not be revoked or altered
     during the 48 hours before the time fixed for the meeting.

11   If the receipt for a Note deposited with a Paying and Exchange Agent in
     accordance with paragraph 8 is surrendered to the Paying and Exchange
     Agent at least 48 hours before the time fixed for the meeting, the Paying
     and Exchange Agent shall release the Note and exclude the votes
     attributable to it from the block voting instruction.

12   Each block voting instruction shall be deposited at least 24 hours before
     the time fixed for the meeting at such place as the Trustee shall
     designate or approve, and in default it shall not be valid unless the
     chairman of the meeting decides otherwise before the meeting proceeds to
     business. If the Trustee requires, a notarially certified copy of each
     block voting instruction shall be produced by the proxy at the meeting but
     the Trustee need not investigate or be concerned with the validity of the
     proxy's appointment.

13   A vote cast in accordance with a block voting instruction shall be valid
     even if it or any of the Noteholders' instructions pursuant to which it
     was executed has previously been revoked or amended, unless written
     intimation of such revocation or amendment is received from the relevant
     Paying and Exchange Agent by the Issuer or the Trustee at its registered
     office or by the chairman of the meeting in each case at least 24 hours
     before the time fixed for the meeting.

14   No Note may be deposited with or to the order of a Paying and Exchange
     Agent at the same time for the purposes of both paragraph 5 and paragraph
     8 for the same meeting.

Chairman

15   The chairman of a meeting shall be such person as the Trustee may nominate
     in writing, but if no such nomination is made or if the person nominated
     is not present within 15 minutes after the time fixed for the meeting the
     Noteholders or agents present shall choose one of their number to be
     chairman, failing which the Issuer may appoint a chairman.

16   The chairman may, but need not, be a Noteholder or agent. The chairman of
     an adjourned meeting need not be the same person as the chairman of the
     original meeting.

Attendance

17   The following may attend and speak at a meeting:

17.1 Noteholders and agents

17.2 the chairman

17.3 the Issuer, the Guarantor and the Trustee (through their respective
     representatives) and their respective financial and legal advisers.

17.4 any other person approved by the meeting or the Trustee

     No-one else may attend or speak.


                                      81
<PAGE>


Quorum and Adjournment

18   No business (except choosing a chairman) shall be transacted at a meeting
     unless a quorum is present at the commencement of business. If a quorum is
     not present within 15 minutes from the time initially fixed for the
     meeting, it shall, if convened on the requisition of Noteholders or if the
     Issuer and the Trustee agree, be dissolved. In any other case it shall be
     adjourned until such date, not less than 14 nor more than 42 days later,
     and time and place as the chairman may decide. If a quorum is not present
     within 15 minutes from the time fixed for a meeting so adjourned, the
     meeting shall be dissolved.

19   One or more Noteholders or agents present in person and representing the
     following proportions of the principal amount of the Notes outstanding
     shall be a quorum:

19.1 in the cases marked "No minimum proportion" in the table below, whatever
     the proportion of the Notes which they represent

19.2 in any other case, only if they represent the proportion of the Notes
     shown by the table below.

<TABLE>
     -------------------------------------------------------------------------------------------------------
     Column 1                           Column 2                    Column 3
     =======================================================================================================
<S>                                     <C>                         <C>
                                        Any meeting except one      Meeting previously adjourned through
     Purpose of meeting                 referred to in column 3     want of a quorum
                                        --------------------------------------------------------------------
                                        Required proportion         Required proportion
     -------------------------------------------------------------------------------------------------------
     To pass a special quorum           75 per cent.                25 per cent.
     resolution
     -------------------------------------------------------------------------------------------------------
     To pass any other Extraordinary    50 per cent.                No minimum proportion
     Resolution
     -------------------------------------------------------------------------------------------------------
     Any other purpose                  10 per cent                 No minimum proportion
     -------------------------------------------------------------------------------------------------------
</TABLE>

20   The chairman may with the consent of (and shall if directed by) a meeting
     adjourn the meeting from time to time and from place to place. Only
     business which could have been transacted at the original meeting may be
     transacted at a meeting adjourned in accordance with this paragraph or
     paragraph 18.

21   At least 10 days' notice of a meeting adjourned through want of a quorum
     shall be given in the same manner as for an original meeting and that
     notice shall state the quorum required at the adjourned meeting. No notice
     need, however, otherwise be given of an adjourned meeting.

Voting

22   Each question submitted to a meeting shall be decided by a show of hands
     unless a poll is (before, or on the declaration of the result of, the show
     of hands) demanded by the chairman, the Issuer, the Guarantor, the Trustee
     or one or more persons representing 2 per cent of the principal amount of
     the Notes outstanding.

23   Unless a poll is demanded a declaration by the chairman that a resolution
     has or has not been passed shall be conclusive evidence of the fact
     without proof of the number or proportion of the votes cast in favour of
     or against it.


                                      82
<PAGE>


24   If a poll is demanded, it shall be taken in such manner and (subject as
     provided below) either at once or after such adjournment as the chairman
     directs. The result of the poll shall be deemed to be the resolution of
     the meeting at which it was demanded as at the date it was taken. A demand
     for a poll shall not prevent the meeting continuing for the transaction of
     business other than the question on which it has been demanded.

25   A poll demanded on the election of a chairman or on a question of
     adjournment shall be taken at once.

26   On a show of hands every person who is present in person and who produces
     a Note or a voting certificate or is a proxy has one vote. On a poll every
     such person has one vote for each SEK 14,250 principal amount of Notes so
     produced or represented by the voting certificate so produced or for which
     he is a proxy or representative. Without prejudice to the obligations of
     proxies, a person entitled to more than one vote need not use them all or
     cast them all in the same way.

27   In case of equality of votes the chairman shall both on a show of hands
     and on a poll have a casting vote in addition to any other votes which he
     may have.

Written Resolution

28   A resolution in writing signed by or on behalf of the holders of not less
     than 90 per cent. in principal amount of the Notes for the time being
     outstanding shall for all purposes be as valid as an Extraordinary
     Resolution passed at a meeting of Noteholders convened and held in
     accordance with these provisions. Such resolution in writing may be in one
     document or several documents in like form each signed by or on behalf of
     one or more of the Noteholders.

Effect and Publication of an Extraordinary Resolution

29   An Extraordinary Resolution shall be binding on all the Noteholders,
     whether or not present at the meeting, and each of them shall be bound to
     give effect to it accordingly. The passing of such a resolution shall be
     conclusive evidence that the circumstances justify its being passed. The
     Issuer shall give notice of the passing of an Extraordinary Resolution to
     Noteholders within 14 days but failure to do so shall not invalidate the
     resolution.

Minutes

30   Minutes shall be made of all resolutions and proceedings at every meeting
     and, if purporting to be signed by the chairman of that meeting or of the
     next succeeding meeting, shall be conclusive evidence of the matters in
     them. Until the contrary is proved every meeting for which minutes have
     been so made and signed shall be deemed to have been duly convened and
     held and all resolutions passed or proceedings transacted at it to have
     been duly passed and transacted.

Trustee's Power to Prescribe Regulations

31   Subject to all other provisions in this Trust Deed the Trustee may without
     the consent of the Noteholders prescribe such further regulations
     regarding the holding of meetings and attendance and voting at them as it
     in its sole discretion determines including (without limitation) such
     requirements as the Trustee thinks reasonable to satisfy itself that the
     persons who purport to make any requisition in accordance with this Trust
     Deed are entitled to do so and as to the form of voting certificates or
     block voting instructions so as to satisfy itself that persons who purport
     to attend or vote at a meeting are entitled to do so.


                                      83
<PAGE>


In witness whereof this Trust Deed has been executed as a deed on the date
stated at the beginning.

EXECUTED as a deed
by MILLICOM TELECOMMUNICATIONS S.A.
acting by :




JOHN RATCLIFFE                            MARC BEULS

Director                                  Director



EXECUTED as a deed
by MILLICOM INTERNATIONAL CELLULAR S.A.
acting by :




JOHN RATCLIFFE                            MARC BEULS

Director                                  Director



THE COMMON SEAL of DEUTSCHE TRUSTEE COMPANY LIMITED was affixed in the
presence of:

CAROL A. MORRIS                           CRAIG G.R. HOEPFL


                                                                           SEAL



                                      84

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>aug1303_ex10.txt
<TEXT>


                                                                     Exhibit 10


<PAGE>


                                                                 CONFORMED COPY
                              Dated 7 August 2003

                        MILLICOM TELECOMMUNICATIONS S.A.

                                      and

                        DEUTSCHE TRUSTEE COMPANY LIMITED


        (acting on behalf of each of the Noteholders, as defined herein)

                                      and

                         NORDEA BANK SVERIGE AB (publ)


                     (acting as the Swedish Custodian Bank)

                             SHARE PLEDGE AGREEMENT

                         in relation to the Trust Deed


Linklaters

Linklaters Advokatbyra
Strandvagen 7A
Box 5402
SE-114 84 Stockholm

Telephone (46-8) 665 66 00
Facsimile (46-8) 667 68 83

Ref JSA/CHP


<PAGE>

This Share Pledge Agreement (the "Share Pledge Agreement") is made on 7 August
2003 between:

(1)      Millicom Telecommunications S.A., a societe anonyme incorporated in
         the Grand Duchy of Luxembourg under registration number B 64 899 and
         whose registered office is at 75, route de Longwy, L-8080 Bertrange,
         Luxembourg (the "Pledgor").

(2)      Deutsche Trustee Company Limited, a limited company incorporated in
         England and Wales under registration number 338230 and whose
         registered office is at Winchester House, 1 Great Winchester Street,
         London EC2N 2DB, United Kingdom (the "Trustee", which expression
         includes its successors and assigns), acting as trustee on behalf of
         each of the Noteholders (as defined below);

(3)      Nordea Bank Sverige AB (publ), a public limited bank company
         incorporated in Sweden under registration number 502010-5523 and whose
         registered office is at Hamngatan 10, SE-105 71 Stockholm, Sweden (the
         "Custodian Bank").

The parties referred to above are hereinafter individually referred to as a
"party" or collectively as the "parties".

Whereas:

(A)      The Pledgor has issued SEK 2,555,994,000 5.00 per cent. Fixed and
         Additional Rate Guaranteed Secured Mandatory Exchangeable Notes due
         2006 (the "Notes") exchangeable into the Exchange Property (as defined
         in the terms and conditions of the Notes (the "Conditions")) which
         initially comprises 8,968,400 fully-paid Series B shares of nominal
         value SEK 5 each of Tele 2 AB (publ) pursuant to a trust deed dated 7
         August 2003 (the "Trust Deed") among the Pledgor, the Guarantor and
         the Trustee;

(B)      Certain of the Pledgor's payment obligations under the Notes are
         unconditionally and irrevocably guaranteed by Millicom International
         Cellular S.A. (the "Guarantor")

(C)      The Trustee, acting on behalf of itself and the Noteholders, desires
         to take a security interest from the Pledgor over certain Series B
         shares in Tele2 AB (publ) (and the various rights pertaining thereto)
         in respect of the Secured Obligations (as defined below) from time to
         time incurred by the Pledgor against the Noteholders under the
         Conditions;

(D)      The Custodian Bank will provide a deposit account in the name of the
         Pledgor in which the relevant securities constituting the collateral
         security will be held when delivered pursuant to the Securities
         Lending Agreement (as defined below); and

(E)      The parties hereto agree that upon the execution of this Share Pledge
         Agreement, the Custodian Bank will accept instructions in respect of
         such deposit account and other related accounts only from the Trustee
         until such time as the Trustee notifies the Custodian Bank otherwise.

It is agreed as follows:

1        Interpretation

1.1      Definitions

         In this Share Pledge Agreement, unless a contrary indication appears,
         terms used in the Trust Deed shall have the same meaning and
         construction and:

         "Accounts" means the Cash Account and the Deposit Account;

                                       1


<PAGE>

         "Cash Account" means an account maintained by the Custodian Bank in
         the name of Pledgor for the receipt and retention of cash dividends or
         any other cash payments in respect of the Shares, which at the date of
         this Share Pledge Agreement bears the account number 3144 17 06275;

         "Custody Agreement" means the custody agreement dated 7 August 2003
         between the Custodian Bank and the Pledgor, attached hereto as
         Schedule 1, governing the terms and conditions for the Deposit Account
         and the Cash Account;

         "Deposit Account" means the custody account, governed by the terms and
         conditions set out in the Custody Agreement, provided by the Custodian
         Bank in the name of the Pledgor in respect of the Shares, which at the
         date of this Share Pledge Agreement bears the account number 92-81517;

         "Dividends" means, in relation to any Share, all present and future:

         (a)      dividends and distributions of any kind and any other sum
                  received or receivable in respect of that Share,

         (b)      rights, shares, money or other assets accruing or offered by
                  way of redemption, bonus, option or otherwise in respect of
                  that Share,

         (c)      allotments, offers and rights accruing or offered in respect
                  of that Share, and

         (d)      other rights and assets attaching to, deriving from or
                  exercisable by virtue of the ownership of, that Share;

         "Enforcement Event" means the Notes having become immediately due and
         redeemable following the occurrence of an Event of Default in
         accordance with Condition 14 of the Conditions;

         "Noteholders" means the bearer of a Note, as defined in the Trust Deed;

         "Pledged Assets" means the assets from time to time subject, or
         expressed to be subject, to the Pledges or any part of those assets;

         "Pledges" means all or any of the security interest (Sw: pantratt)
         created or expressed to be created by or pursuant to this Share Pledge
         Agreement;

         "Power of Attorney" means a power of attorney, granted by the Pledgor
         in favour of the Trustee substantially in the attached form in
         Schedule 2;

         "Secured Obligations" shall mean the Pledgor's obligations in respect
         of the Exchange Rights pursuant to Condition 6 of the Conditions,
         redemption of the Notes and delivery of Exchange Property pursuant to
         Conditions 5(a) and 5(c) of the Conditions (other than, in any such
         case, payment of any Accrued Interest or Discounted Interest Amount)
         and the Additional Interest Amounts;

         "Securities Lending Agreement" means the securities lending agreement
         in respect of the Shares dated 18 July 2003 between Deutsche Bank AG
         London Branch and the Pledgor, as supplemented and amended from time
         to time; and

         "Shares" means 8,968,400 fully paid Series B shares (Bloomberg ticker
         TEL2B SS and ISIN number SE0000314312) of Tele2 AB (publ), a company
         incorporated in Sweden under registration number 556410-8917, and such
         other securities, as each may be held in the Deposit Account from time
         to time.


                                       2

<PAGE>

2        Security

2.1      Pledge of the Shares and the Accounts

         As security for the prompt and complete payment and performance in
         full of all the Secured Obligations, the Pledgor hereby pledges to the
         Trustee for the benefit of itself and the Noteholders (i) the Deposit
         Account including all the Shares and Dividends which are from time to
         time held or recorded in the Deposit Account and (ii) all funds
         deposited from time to time in the connected Cash Account.

2.2      Perfection of the Pledges

         2.2.1    The Custodian Bank acknowledges that it has been notified of
                  the security interest created by this Share Pledge Agreement
                  in respect of the Accounts and undertakes to ensure that the
                  Shares held in the Deposit Account from time to time are
                  registered as pledged in favour of the Trustee, on behalf of
                  the Noteholders.

         2.2.2    The Custodian Bank also confirms:

                  (i)      that it has not received any previous notice of any
                           pledge or other encumbrance over the Accounts or any
                           of the Shares;

                  (ii)     that it has not been notified of any execution or
                           other distraint order regarding the Accounts or any
                           of the Shares; and

                  (iii)    that it has not been notified of any sale or
                           transfer of the Pledged Assets or any part thereof.

3        Restrictions and Further Assurance

3.1      Security

         Save as contemplated by the terms of the Trust Deed, the Pledgor shall
         not, without the Trustee's written consent in each particular case,
         create or permit to subsist any security interest over the Pledged
         Assets.

3.2      Disposal

         Save as contemplated by the terms of the Trust Deed, the Pledgor shall
         not (nor shall the Pledgor agree to), without the Trustee's written
         consent in each particular case, enter into a single transaction or a
         series of transactions (whether related or not and whether voluntary
         or involuntary) to sell, lease, transfer or otherwise dispose of the
         Pledged Assets.

3.3      Further Assurance

         The Pledgor shall promptly do whatever the Trustee requires:

         3.3.1    to perfect or protect the Pledges or the priority of the
                  Pledges, or

         3.3.2    to facilitate the realisation of the Pledged Assets or the
                  exercise of any rights vested in the Trustee,

         including executing any transfer, assignment or assurance of the
         Pledged Assets (whether to the Trustee or its nominees or otherwise),
         making any registration and giving any notice, order or direction.


                                       3

<PAGE>

3.4      Power of Attorney

         On the occurrence of an Enforcement Event, for the purpose of Clause
         4.3 (Voting after Enforcement), the Pledgor shall deliver to the
         Trustee a signed Power of Attorney. The Pledgor shall at the
         expiration of a Power of Attorney, at the request of the Trustee,
         renew the same in favour of the Trustee for one additional year for as
         long as this Share Pledge Agreement remains in force and upon each
         such renewal forthwith deliver the renewed Power of Attorney to the
         Trustee.

4        Pledged Shares

4.1      Dividends

         The Pledgor shall promptly notify the Trustee of the declaration,
         payment, allotment, offer or issue of any Dividend. All Dividends in
         respect of the Shares shall be paid directly to the Cash Account or,
         as the case may be, the Deposit Account or, as and when received by
         the Pledgor in accordance with the Trust Deed, to the Trustee or as it
         may direct.

4.2      Voting before Enforcement

         Subject to Clause 4.3 (Voting after Enforcement) and the Trust Deed,
         the Pledgor shall be entitled to exercise the voting rights attached
         to any Share as it sees fit where:

         4.2.1    it does so for a purpose not inconsistent with the Trust
                  Deed; and

         4.2.2    either (a) the exercise of those rights would not have an
                  adverse effect or the failure to exercise would have an
                  adverse effect on the value of the relevant Shares or the
                  Pledged Assets and would not otherwise prejudice the
                  interests of the Noteholders under the Trust Deed, or (b) the
                  Pledgor is so permitted pursuant to Condition 9(a) of the
                  Conditions.

4.3      Voting after Enforcement 4.3.1 The Pledgor shall forthwith notify the
         Custodian Bank in writing of the occurrence of an Enforcement Event as
         soon as becoming aware of such event.

         4.3.2    At any time after the occurrence of an Enforcement Event, the
                  Trustee shall be entitled to exercise or direct the exercise
                  of the voting and other rights attached to any Share as it
                  sees fit.

4.4      Deliverance of Power of Attorney

         The Pledgor shall immediately upon written notice from the Trustee of
         the occurrence of an Enforcement Event, deliver to the Trustee a
         signed Power of Attorney to enable the Trustee to exercise its rights
         under Clause 4.3.

5        General Undertaking

         The Pledgor shall not do, or permit to be done, anything, which could
         prejudice the Pledges.

6        Representations and Warranties

         The Pledgor makes the representations and warranties set out in this
         Clause 6 to the Trustee on the date of this Share Pledge Agreement.

                                       4

<PAGE>

6.1      Shares Validly Issued etc.

         The Shares are duly authorised, validly issued and freely
         transferable.

6.2      Share Capital

         Save as contemplated by the Securities Lending Agreement or the Trust
         Deed, no person has or is entitled to any conditional or unconditional
         option, warrant or other right to subscribe for, purchase or otherwise
         acquire any Share, or any interest in the Shares.

6.3      Governing Law and Enforcement

         6.3.1    Subject to mandatory provisions of applicable law, the choice
                  of Swedish law as the governing law of this Share Pledge
                  Agreement will be recognised and enforced in the Pledgor's
                  jurisdiction of incorporation.

         6.3.2    Subject to applicable proceedings provided in Council
                  Regulation (EC) 44/2001, any judgement obtained in Sweden in
                  relation to this Share Pledge Agreement will be recognised
                  and enforced in the Pledgor's jurisdiction of incorporation.

7        Enforcement

7.1      Realisation

         After the occurrence of an Enforcement Event, the Trustee shall have
         the right to sell or to direct the Custodian Bank to sell the Pledged
         Assets by private or public sale or auction or in any other way and on
         such terms as the Trustee in its sole discretion deems fit.

7.2      Chapter 10 of the Code of Commerce

         The provisions in Chapter 10 of the Swedish Code of Commerce (Sw:
         Handelsbalken) shall not apply to this Share Pledge Agreement.

8        Liability of the Trustee

8.1      Trustee's Liability

         The Trustee shall not be liable to the Pledgor, the Noteholders or any
         other person for any costs, losses, liabilities or expenses relating
         to the realisation of any Pledged Assets or from any act, default,
         omission or misconduct of the Trustee, or its officers, employees or
         agents in relation to the Pledged Assets except to the extent caused
         by its own gross negligence or wilful misconduct. The Trustee shall
         not be held responsible for any indirect damage.

8.2      Force Majeure

         The Trustee shall not be held responsible for any damage arising out
         of any Swedish or foreign legal enactment, or any measure undertaken
         by a Swedish or foreign public authority, or war, strike, lockout,
         boycott, blockade or any other similar circumstance. The reservation
         in respect of strikes, lockouts, boycotts and blockades applies even
         if the Trustee itself takes such measures, or is subject to such
         measures. Should there be an obstacle as described above for the
         Trustee to take any action in compliance with this Share Pledge
         Agreement, such action may be postponed until the obstacle has been
         removed, without any remedies being available to the Pledgor.


                                       5
<PAGE>

9        Discharge of Security

         If there are no outstanding obligations owed by the Pledgor to the
         Noteholders pursuant to the Secured Obligations, the Trustee shall at
         the cost of the Pledgor promptly release the Pledged Assets from the
         Pledges and shall notify as soon as reasonably practicable the Pledgor
         and the Custodian Bank of such release.

10       Enforcement Expenses

         The Pledgor shall, within five Business Days of demand, pay to the
         Trustee the amount of all properly incurred costs, losses, liabilities
         and expenses (including legal fees) incurred in relation to this Share
         Pledge Agreement (including the administration, protection,
         realisation, enforcement or preservation of any rights under or in
         connection with this Share Pledge Agreement, or any consideration by
         the Trustee as to whether to realise or enforce the same, and/or any
         amendment, waiver, consent or release of the Share Pledge Agreement
         and/or any other document referred to in this Share Pledge Agreement).

11       Assignment

         None of the parties hereto may change, assign or transfer all or any
         of its rights or obligations hereunder without the prior consent of
         the other party.

12       Waivers

         No failure to exercise, nor any delay in exercising, on the part of
         the Trustee, shall operate as a waiver, nor shall any single or
         partial exercise of any right or remedy prevent any further or other
         exercise or the exercise of any other right or remedy. The rights and
         remedies provided in the Trust Deed are cumulative and not exclusive
         of any rights or remedies provided by law.

13       Pledgor's Instructions and Agreements

13.1     The Pledgor hereby irrevocably instructs the Custodian Bank to accept
         and to follow all and any instructions that the Trustee may, from time
         to time, give in respect of the Shares (which are, from time to time,
         deposited in the Deposit Account) or the Accounts including, without
         limitation, any instructions to transfer Shares (which are, from time
         to time, deposited in the Deposit Account) out of the Deposit Account
         or cash out of the Cash Account, whether to the Noteholders or to any
         other person, account or entity designated by the Trustee.

13.2     The Pledgor hereby agrees that, unless otherwise agreed by the
         Trustee, it shall not attempt to revoke, override, rescind or
         otherwise alter in any way such instructions as may be given to the
         Custodian Bank by the Trustee in accordance with Clause 13.1.

13.3     The Pledgor agrees with the Custodian Bank that it shall:

         13.3.1   have no, and shall make no, claims against the Custodian
                  Bank; and

         13.3.2   indemnify and keep the Custodian Bank harmless,

         in respect of and from any loss or damage caused by any instructions
         given by the Trustee in respect of the Shares or the Accounts and
         which the Custodian Bank has accepted or followed.


                                       6

<PAGE>

13.4     The Pledgor further agrees with the Custodian Bank that the Pledgor
         shall not, during the term of this Share Pledge Agreement, give any
         instruction to the Custodian Bank in respect of the Shares (which are,
         from time to time, deposited in the Deposit Account) or the Accounts
         and the Custodian Bank shall disregard any instructions that the
         Pledgor may give in respect of the Shares (which are, from time to
         time, deposited in the Deposit Account) or the Accounts and the
         Pledgor shall in such case have no, and shall make no, claims against
         the Custodian Bank in respect thereof.

13.5     The Pledgor agrees with the Trustee that it shall:

         13.5.1   have no, and shall make no, claims against the Trustee; and

         13.5.2   indemnify and keep the Trustee harmless,

         in respect of and from any loss or damage caused by any instructions
         given by the Trustee in respect of the Shares or the Accounts and
         which the Custodian Bank has accepted or followed.

13.6     Immediately upon the release by the Trustee of the Pledged Assets from
         the Pledges pursuant to Clause 9 above, the Pledgor's instructions and
         agreements as set forth in Clauses 13.1, 13.2 and 13.4 shall lapse.

14       The Custodian Bank's Undertakings and Agreements

14.1     The Custodian Bank undertakes and agrees, for the benefit of the
         Trustee:

         14.1.1   not to accept or to follow any instructions (howsoever
                  described), nor any revocation, instructions to override or
                  rescission of its instructions given pursuant to Clause 13.1,
                  from or on behalf of the Pledgor in respect of the Shares
                  (which are, from time to time, deposited in the Deposit
                  Account) or the Accounts;

         14.1.2   to accept and to follow all and any instructions (howsoever
                  described, including, without limitation, any instructions to
                  transfer the Shares (which are, from time to time, deposited
                  in the Deposit Account) out of the Deposit Account, whether
                  to the Trustee or to any other person, account or entity
                  designated by the Trustee) that the Trustee may give in
                  respect of the Shares or the Accounts;

         14.1.3   not to query or be concerned in any way as to whether the
                  security interest created by this Share Pledge Agreement is
                  effective or enforceable;

         14.1.4   not to change, nor to suffer or procure a change in, the
                  number or other specifications of the Accounts without first
                  having notified the Pledgor and the Trustee of any such
                  change (it being understood that the numbers are internal
                  numbers that serves as instruments for the Custodian Bank to
                  identify the Shares and any relevant cash);

         14.1.5   not to act on any instructions or other attempts by the
                  Pledgor to prevent from reaching the Accounts any cash or
                  securities destined for the Accounts as a result of the
                  Pledgor's interest in the Shares; and

         14.1.6   to notify Trustee immediately of any such instructions or
                  attempts.

14.2     The Custodian Bank does not, in relation to the Trustee, in any way
         warrant or guarantee or represent that the security interest created
         by this Share Pledge Agreement is effective or enforceable in
         accordance with its terms.


                                       7

<PAGE>

14.3     The Custodian Bank acknowledges that it will not use any of the
         Pledged Assets at any time available on the Accounts for set-off of
         any outstanding loans or other financing liabilities or obligations
         owed by the Pledgor to the Custodian Bank.

14.4     Immediately upon the release by the Trustee of the Pledged Assets from
         the Pledges pursuant to Clause 9 above, the Custodian Bank's
         undertakings and agreements as set forth in Clause 14.1 shall lapse.

14.5     For the avoidance of doubt, the parties hereto agree that in the event
         of a conflict between the Custody Agreement and this Share Pledge
         Agreement, the Share Pledge Agreement shall in all circumstances take
         precedence.

15       Applicable Law

         This Share Pledge Agreement shall be construed in accordance with and
         governed by the laws of Sweden.

16       Jurisdiction

         Any dispute, controversy or claim arising out of or in connection with
         this Share Pledge Agreement, or the breach termination or invalidity
         thereof shall be resolved by the Swedish courts. The Stockholm
         District Court shall be the court of first instance.

                                 --------------

This Share Pledge Agreement has been executed in three originals, of which the
parties hereto have received one each.



MILLICOM TELECOMMUNICATIONS S.A.           DEUTSCHE TRUSTEE COMPANY LIMITED

JOHN RATCLIFFE                             CAROL A. MORRIS
DIRECTOR                                   ASSOCIATE DIRECTOR



MARC BEULS                                 CRAIG G. R. HOEPFL
DIRECTOR                                   ASSISTANT SECRETARY

Name:                                      Name:
Title:                                     Title:
Place and date:                            Place and date: London, 7 August 2003



NORDEA BANK SVERIGE AB (publ)

SUZANNE EISELE
PER ANDERSSON

Name:                                             Name:
Title:                                            Title:
Place and date:  Stockholm, 6 August 2003         Place and date:


                                       8
<PAGE>


                                   Schedule 1
                               Custody Agreement






                                       9
<PAGE>


                                   Schedule 2
                               Power of Attorney



This power of attorney is issued pursuant to a share pledge agreement dated 7
August 2003 (the "Share Pledge Agreement") between Millicom Telecommunications
S.A. (the "Pledgor"), Nordea Bank Sverige AB (publ), acting as custodian bank,
and Deutsche Trustee Company Limited, acting as Trustee (the "Trustee") on
behalf of the Noteholders (as defined in the trust deed between Millicom
Telecommunications S.A, Millicom International Cellular S.A and the Trustee
dated 7 August 2003).

The Pledgor hereby empowers the Trustee or any person duly appointed by the
Trustee to attend all General Meetings of the shareholders in Tele2 AB (publ)
as the Pledgor's representative and to vote at such General Meeting in respect
of all shares in Tele2 AB (publ) owned by the Pledgor (the "Shares"). The
Trustee may also on our behalf fulfil and execute any notice or application
requirement necessary to have our Shares represented at the General Meeting,
including to take necessary measures to register the Shares for voting.

This power of attorney is to the extent possible under Swedish law irrevocable
and excludes the Pledgor from exercising the voting rights at General Meetings
of shareholders in Tele2 AB (publ) with respect to the Shares subject to the
Share Pledge Agreement.

This power of attorney becomes effective on the date that it is signed by the
Pledgor and it shall remain in force for one year from such date.

This power of attorney shall be governed by and construed in accordance with
Swedish law.



Date:

Place:



MILLICOM TELECOMMUNICATIONS S.A.


_________________________________
Name:
Title:


                                      10



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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