Amended effective January 1, 2013 HOSPIRA, INC. NON-EMPLOYEE DIRECTORS FEE PLAN SECTION 1 PURPOSE

Effective as of January 1, 2013, each Director shall be granted shares of the Company’s Common Stock, par value $0.01 per share (the “Stock”), with such stock subject to certain restrictions set forth below (the “Restricted Stock”); and any such Director who also serves as Chairman of the Board shall be granted additional Restricted Stock (“Chairman’s Restricted Stock”), which shall also be subject to the same restrictions set forth below. The Restricted Stock and

The number of shares covered by the Restricted Stock award shall be equal to that number of shares whose aggregate value (based on the Fair Market Value of a share of Stock on the date of grant) equals One Hundred Fifty Thousand Dollars ($150,000), rounded down to the next whole share; and the number of shares covered by the Chairman’s Restricted Stock award shall be equal to that number of shares whose aggregate value (based on the Fair Market Value of a share of Stock on the date of grant) equals One Hundred Ten Thousand Dollars ($110,000), rounded down to the next whole share.

Notwithstanding anything contained in this Section 4.1 to the contrary: a Non-Employee Director, who is elected between any Grant Dates, shall automatically be granted Restricted Stock on the last business day of the calendar quarter in which such Director is elected; provided, however, that the number of shares of the Restricted Stock granted to such Director shall be equal to that number of shares (rounded to the next whole share) whose aggregate value (based on the Fair Market Value of a share of Stock on the date of grant) equals One Hundred Fifty Thousand Dollars ($150,000), multiplied by the fraction of A over 12, with “A” being the number of whole calendar months between the first day of the month coinciding with or immediately following such Director’s election and first day of the month during which the next Grant Date is scheduled to occur; and (b) the number of shares of Chairman’s Restricted Stock for a Non-Employee Director who is appointed Chairman of the Board between any Grant Dates shall be equal to that number of shares (rounded to the next whole share) whose aggregate value (based on the Fair Market Value of a share of Stock on the date of grant) equals One Hundred Ten Thousand Dollars ($110,000), multiplied by the fraction of A over 12, with “A” being the number of whole calendar months between the first day of the month coinciding with or immediately following such Director’s appointment as Chairman of the Board and the first day of the month during which the next Grant Date is scheduled to occur. The term “Fair Market Value” shall be as defined in the 2004 Plan (as defined in Section 6.6 below).

The one-year anniversary of the date of grant of Restricted Stock;

The date of the Director’s death or disability; or

The date of a Change in Control (as defined in Section 5 of the 2004 Plan).

The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except: (a) to the extent that after the Forfeiture Period such sale, assignment, transfer, pledge, hypothecation or other disposal does not cause a Director to fail to meet the minimum holding requirements under the Company’s then existing Company share retention and ownership guidelines for Directors; or (b) if upon the end of the Forfeiture Period of a Director’s Restricted Stock, the Restricted Stock becomes taxable to the Director, the Company may withhold or arrange for the sale of the number of shares of such Stock that have an aggregate Fair Market Value equal to the amount of tax required to be withheld by the Company under applicable law.

Except as provided in paragraph (i) of this Section 4.6, any additional common shares of the Company issued with respect to shares covered by Awards granted under this Section 4 as a result of any stock dividend, stock split or reorganization, shall be subject to the restrictions and other provisions of this Section 4.

A Director shall not be entitled to receive any shares prior to completion of all actions deemed appropriate by the Company to comply with federal or state securities laws and stock exchange requirements.

The Plan and all benefits pursuant hereto shall be administered by the full Board.

The Board shall have the authority and discretion to interpret and administer the Plan, to establish, amend and rescind any rules and regulations relating to the Plan and to determine the terms and provisions of any award agreement made pursuant to the Plan. All questions of interpretation with respect to the Plan, the benefits established herein, the number of shares of Stock, or other security, or rights granted and the terms of any agreements evidencing any of the Director Fees (the “Award Agreements”), including the timing, pricing, and amounts of Awards, shall be determined by the Board, and its determination shall be final and conclusive upon all parties in interest. In the event of any conflict between an Award Agreement and this Plan, the terms of this Plan shall govern.

Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Board may delegate to the officers or employees of the Company and its subsidiaries the authority to execute and deliver such instruments and documents, to do all such acts and things, and to take all such other steps deemed necessary, advisable or convenient for the effective administration of the Plan in accordance with its terms and purpose, except that the Board may not delegate any discretionary authority with respect to substantive decisions or functions regarding the Plan or benefits and awards thereunder, including, but not limited to, decisions regarding the timing, eligibility, pricing, amount or other material terms of such benefits or awards. Any such delegation may be revoked by the Board at any time.

To the extent that the Board determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the benefit provided herein

Any liability of the Company or a subsidiary to any Director with respect to an Award shall be based solely upon contractual obligations created by the Plan and the applicable Award Agreement.

Neither the Company nor a subsidiary, nor any member of the Board or any other person participating in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken or not taken in good faith under the Plan except as may be expressly provided by statute.

any one or more or all of the next of kin (including the surviving spouse) of the Director or former Director, and in such proportions as the Company determines; or

the legal representative or representatives of the estate of the last to die of the Director or former Director and his last surviving beneficiary.

Annual Deferral Election. A Director who would otherwise be entitled to receive Director Fees in the form of shares of Stock or a cash payment under the terms of the Plan may instead elect to defer delivery of all or a portion of such fees, subject to the following terms of this Section 9 (once deferred, the “Deferred Fees”). An election to defer the Director Fees shall be made on an election form (the “Deferral Election”). The form of distribution of the Deferred Fees shall be elected by the Director on the Deferral Election form, which may be either (a) a lump sum payment on the first business day following the quarter within which the Director’s service on the Board terminates (the “Distribution Commencement Date”) or (b) annual installments for a number of years, not exceeding 10, payable on the Distribution Commencement Date and each anniversary thereof. Except as provided in paragraphs (ii) and (iii) of this Section 9.1, any Deferral Election shall be made in the calendar year before the year in which the Director Fees are payable and shall be irrevocable as of the first day of the year for which it is to be effective. Deferral Elections shall remain in effect with respect to any future year

Deferral Election for New Directors. Notwithstanding the foregoing, a Deferral Election by a Director upon first becoming a member of the Board must be submitted within 30 days after becoming a Director and shall be effective for all fees paid for services performed following the date on which the election is received by the Company. Any such Deferral Elections shall be irrevocable as of its effective date and shall remain in effect with respect to the calendar year in which it was made and any future year unless a new election with respect to Deferral Election is filed in accordance with paragraph (iii) of this Section 9.1.

Subsequent Changes to Initial Deferrals.

Deferral Elections shall remain in effect with respect to Director Fees to be paid in any future year unless a new election with respect to such year is filed by the Director making the change prior to the year to which it is intended to apply; and

A Director may elect to change the timing or form of distribution for his or her Deferred Fees (a “Subsequent Election”), provided the Subsequent Election is made at least 12 months before the date of the first scheduled payment, if any; the Subsequent Election is not effective for at least 12 months after the date of the election; and the first payment under the Subsequent Election must be delayed for at least five years from the date it otherwise would have been paid. Notwithstanding the foregoing provisions of this subparagraph (b), payment of the Deferred Fees shall begin under the terms of a Director’s most current Deferral Election as of first business day following the quarter within which the Director’s services on the Board terminates due to a death or disability. For this purpose, “disability” shall mean that the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

During 2007 and 2008, a Director may elect to change the timing or form of distribution for his Deferred Fees without meeting the foregoing requirements, provided that no Director whose Distribution Commencement Date occurs (or would otherwise occur) within 2007 may make or change a payment election during 2007 and no Director whose Distribution Commencement Date occurs (or would otherwise occur) within 2008 may make or change a payment election during 2008.

Conversion of Cash or Restricted Stock to Stock Units. Deferred Fees shall be credited to a Stock Unit Account (as defined below) under this Section 9 as follows:

Cash-based Deferred Fees shall be converted to Stock Units by dividing the cash-based fees the Director elected to defer by the Fair Market Value of the Stock as of the date the Director would have had a right to payment of such Director Fees had the Director not made a Deferral Election.

Stock-based Deferred Fees shall be converted to that number of Stock Units equal to that number of shares of Restricted Stock the Director elected to defer.

Stock Unit Account. A “Stock Unit Account” shall be maintained on behalf of each Director who elects to defer all or a portion of his Director Fees under this Section 9, for the period during which delivery of such fees is deferred. A Director’s Stock Unit Account shall be subject to the following adjustments:

The Stock Unit Account will be credited with Stock Units as of the date on which the Director would have been entitled to payment of the cash-based fees or the date on which the Director would have been granted the Restricted Stock award, both as if the Director had not made a Deferral Election with respect to such fees.

As of each dividend payment date for the Stock, the Director’s Stock Unit Account shall be credited with additional Stock Units (including fractional Stock Units) equal to (i) the amount of the dividend that would be payable with respect to the number of shares of Stock equal to the number of Stock Units credited to the Director’s Stock Unit Account on the dividend record date, divided by (ii) the Fair Market Value of a share of Stock on the dividend payment date.

As of the date of any distribution with respect to a Director’s Stock Unit Account under Section 9.3, the Stock Units credited to a Director’s Stock Unit Account shall be reduced by the amounts distributed to the Director.

Statement of Accounts. As soon as practicable after the end of each Plan Year, the Company shall provide each Director having an Stock Unit Account under the Plan with a statement of the transactions in his Stock Unit Account during that year and his account balance as of the end of the year.

General. Subject to the terms of this Section 9.3, a Director shall specify, as part of his Deferral Election with respect to Deferred Fees, the time and form of the distribution of the amounts deferred pursuant to such election. In the event that an election with respect to the timing or form of distribution is not in effect as of the date of the Director’s termination (including a termination due to the

If a scheduled distribution date would otherwise occur after a dividend record date but before the payment of the dividend, the distribution may, in the discretion of the Board, be deferred (but not more than 30 days) until the dividend payment date.

In determining a Director’s right to distributions under this Section 9.3, the vesting provisions of Section 4 of the Plan shall apply to the Stock Units credited to the Director’s Stock Unit Account as though each unit represented one share of Stock, and with all units attributable to payment of dividends being fully vested as of the date they are credited to the Director’s Stock Unit Account.