HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

The number of “Restricted Stock Units” awarded under this Agreement is __________. “Restricted Stock Units” are units of shares of Stock representing the right to receive an equal number of shares of Stock on a Delivery Date.

The "Delivery Dates" are the respective dates on which Restricted Stock Units vest and the shares of Stock represented by the Restricted Stock Units become deliverable to the Participant pursuant to paragraph 4 below. The shares of Stock shall be delivered in an equal whole number of shares of Stock (plus cash equal to the Fair Market Value of any fractional share) to the Participant, or to his/her personal representative in the event of the Participant’s death or Disability, on the Delivery Date or within 30 days following such Delivery Date.

The Restricted Stock Units shall be subject to forfeiture pursuant to paragraph 4(d) for a period (the "Forfeiture Period") commencing with the date of the award and ending on the earliest to occur of the events described in paragraphs 4(b) and 4(c).

The Restricted Stock Units shall vest on each consecutive anniversary date of the Grant Date with respect to one-third of the Restricted Stock Units (each such anniversary date a “Delivery Date”).

The Restricted Stock Units to the extent they have not vested in accordance with paragraph 4(b) and to the extent they have not previously been forfeited, shall vest upon the date of a Change in Control that occurs on or before the Date of Termination if the successor company (or parent thereof) has not either (i) assumed the Restricted Stock Units effective on the date of the Change in Control, without any modifications except as provided in the next sentence, or (ii) replaced it with comparable restricted stock units as of such date having the same intrinsic value as the Restricted Stock Units, and the same vested percentage and vesting schedule as the Restricted Stock Units. The Restricted Stock Units (if assumed) or the replacement restricted stock units shall provide for full vesting if, within the first 24 months following the date of the Change in Control, the Participant is involuntarily terminated for any or no reason or if the Participant terminates with Good Reason.

The Restricted Stock Units shall be automatically forfeited upon the earliest to occur of the following: (i) the Participant’s Date of Termination for any reason other than his involuntary termination by the Company without Cause, resignation with Good Reason, death, Disability or Retirement; or (ii) subject to the provisions of Section 5, the date the Participant engages in conduct which constitutes Restricted Activity.

The Participant shall not, while employed by the Company and for a period of one year following his/her Date of Termination:

without the prior written consent of the Committee, directly or indirectly engage or assist any person engaging in any Competitive Business individually, or as an officer, director, employee, agent, consultant, owner, partner, lender, manager, member, principal or in any other capacity, or render any services to any entity that is engaged in any Competitive Business; provided, however, that the Participant’s ownership of 1% of any class of equity security of any entity engaged in any Competitive Business shall not be deemed a breach of this paragraph 5(a) provided such securities are listed on a national securities exchange or quotation system or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended; or

directly or indirectly divert, take away, solicit, or assist others in soliciting any current or prospective customer, supplier, independent contractor or service provider of the Company or any subsidiary or otherwise interfere with the relationship between the Company or any subsidiary and any current or prospective customer, service provider, supplier, independent contractor or stockholder; or

directly or indirectly induce any person to leave employment with the Company, or solicit for employment other than on behalf of the Company, offer employment to, or employ, any person who was an employee of the Company, in each case within six months of such inducement, solicitation or offer.

If the Participant engages in any activity described in paragraph 5(a) without the written consent of the Committee, the Company, as determined by the Committee in its sole discretion, may terminate this Agreement and forfeit all of the Restricted Stock Units (whether vested or unvested), and the Participant shall immediately pay to the Company in cash the amount of any Financial Gain realized by the Participant from the vesting of the Restricted Stock Units, provided that such vesting occurred within one year from the date that the Participant engaged in such Restricted Activity. The Committee may, in its

cancel all Restricted Stock Units (whether vested or unvested) that were based upon the financial performance in the published financial statements that was subsequently restated;

rescind any delivery of shares of Stock that was based upon the financial performance in the published financial statements that was subsequently restated; and

if any amount or value has been realized from the vesting of the Restricted Stock Units that would have been lower had the financial results been properly reported, recover all or any Financial Gain realized by the Participant, as determined by the Committee in its sole discretion, that resulted from the financial results that were subsequently restated, and the Participant agrees to repay and return any such Financial Gain to the Company. The Committee may, in its sole discretion, effect any such recovery by obtaining repayment directly from the Participant, setting off the amount owed to the Company against any amount or award that would otherwise be granted by the Company to the Participant, reducing any future compensation or benefit to the Participant or any combination thereof.

Cause. The term “Cause” means the willful engaging by the Participant in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company. For purposes of this Agreement, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for Cause unless and until the Company delivers to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Participant and an opportunity for

Competitive Business. The term “Competitive Business” means any business activity in which the Company or any subsidiary is actively engaged on the Participant’s Date of Termination. For these purposes, entities deemed to be engaged in Competitive Business include, by way of example and not limitation, Abraxis BioScience, Inc., Baxter International Inc., Teva Pharmaceuticals, Becton, Dickinson and Company, B. Braun Melsungen AG, Cardinal Healthcare Inc., Fresenius Medical Care AG, Terumo Medical Corporation, Patheon, Inc., and Edwards Lifesciences Corporation.

Date of Termination. The term “Date of Termination” means the first day occurring on or after the Grant Date on which the Participant is not employed by the Company or any of its subsidiaries, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a subsidiary or between two subsidiaries; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a subsidiary approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a subsidiary (and the Participant’s employer is or becomes an entity that is separate from the Company), and the Participant is not, at the end of the 30‑day period following the transaction, employed by the Company or an entity that is then a subsidiary, then the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

Disability. The term “Disability” means the Participant either 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;  or 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, the Participant is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or a subsidiary.

Financial Gain. The term “Financial Gain” means the Fair Market Value of the Common Stock on the Delivery Date that the Restricted Stock Unit is deemed vested, multiplied by the number of shares of Stock actually distributed pursuant to this Agreement, reduced by any taxes paid in countries other than the United States, to the extent that such taxes are not otherwise eligible for refund from the taxing authorities.

Good Reason. The term “Good Reason” means any of the following events, absent the Participant’s consent: a reduction of the Participant’s base salary; a material diminution in the Participant’s authorities, duties, or responsibilities; or a material breach by the Company of any agreement between the Company and the Participant. For each event described above, the Participant must furnish notice to the Board within thirty (30) days of the occurrence of the event, the Company shall have thirty (30) days after receiving such notice in which to cure, and if the failure is not cured by the end of the cure period the Participant must terminate employment within fifteen (15) days after the expiration of the cure period.

Retirement. “Retirement” of the Participant means, the occurrence of the Participant’s Date of Termination on or after the date that the Participant reaches the age of 55 and has