RESTRICTED STOCK UNIT AWARD AGREEMENT

ATTENTION:

THIS RESTRICTED STOCK UNIT AWARD SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS "ACCEPTED" BY THE DIRECTOR
IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.

RESTRICTED STOCK UNIT AWARD AGREEMENT
(Members of Alpharma Inc.'s Board of Directors)

This RESTRICTED STOCK UNIT AWARD Agreement (this " Agreement " ) is made as of the Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA) corporation with an address at One Executive Drive, Fort Lee, New Jersey 07024 (the " Company " ), and the Director (defined below), pursuant and subject to the Company's 2003 Omnibus Incentive Compensation Plan (the " Plan " ), on the following terms and conditions:

1. Grant and Acceptance of Restricted Unit Award .

(a) The Company hereby grants to the Director, subject to the restrictions, forfeiture risks, and other terms and conditions set forth herein and in the Plan, the "Restricted Unit Award", which shall consist of restricted units in the amount of that Number of Restricted Units (defined above) (each, a " Restricted Unit " ), granted at the Grant Price (defined above). Each Restricted Unit represents the Director's right to receive, under the terms and conditions described in this Agreement, payment of one share of the Company's Class A Common Stock (the " Common Stock " ) upon vesting of such Restricted Unit.

(b) The Restricted Unit Award shall not be considered granted unless and until the Director accepts the terms of this Agreement by signing and returning a copy of this Agreement to the Company's Director, Compensation and Benefits. By so accepting the Restricted Unit Award, the Director is memorializing that he or she has accepted the Restricted Unit Award as of the Grant Date.

2. Restrictions / Rights of Company and Director .

(a) Vesting of Restricted Units . The Director shall become vested in the Restricted Units, and shall receive that number of shares of Common Stock represented by the Restricted Units (the " Director Common Stock " ), on the date of the Director's Retirement (defined below) (the " Vesting Date " ), subject to acceleration, forfeiture, deferral, and the other terms and conditions of this Agreement, including this Section 2 . This Restricted Unit Award shall be considered " Vested " for all purposes under this Agreement with respect to individual Restricted Units upon the first date the Restricted Unit Award is vested with respect to such Restricted Unit.

(b) Forfeiture Rights of the Company (Termination, Retirement, etc.) . Subject to the further provisions of this Agreement, and except as otherwise provided in Section 2(c) below, prior to the Vesting Date, in the event that the Director voluntarily resigns his or her position as a director of the Company, other than as a result of the Disability or Retirement of the Director, all Restricted Units shall be automatically forfeited by the Director.

(c) Acceleration Rights of the Director / The Death or Disability of the Director . In the event that the Director dies, or an event of Disability takes place, or a Change in Control shall have occurred prior to the Vesting Date, the Director (or his or her beneficiary) shall be immediately 100% vested in all of the Restricted Units granted hereunder and all of the Company's forfeiture rights under Section 2(b) above (the " Company's Forfeiture Rights " ) in such Restricted Units shall terminate and be of no further force and effect.

(d) Deferral of Vesting of Restricted Units . The Director may defer receipt of the Director Common Stock beyond the Vesting Date by providing written notice to the Company in accordance with Section 13 hereof setting forth the Director's desire to so defer. Such deferral must meet the requirements of all applicable federal, state and local (including non-United States) laws regarding deferral of director compensation. If the Director chooses to defer receipt of the Common Stock, he or she must defer all of the Director Common Stock vesting on the Vesting Date. Any deferrals made by a Director under this Agreement shall be made pursuant to the Company's Amended and Restated Deferred Compensation Plan, the terms of which are incorporated herein by reference.

3. Definitions . For purposes of this Agreement:

(a) An event of " Disability " shall mean a resignation from the Board of Directors of the Company (the " Board " ) for reasons of the Director's disability, as determined by the Board from time to time.

(b) " Retirement " shall mean (i) declining to stand for re-election to the Board at the next Annual Meeting of Stockholders of the Company following the end of the Director's then-current term, (ii) a failure to be nominated for re-election by the Board at the end of the Director's then-current term, (iii) a failure to be elected as a director of the Company by a vote of the stockholders of the Company after being nominated to serve as a director of the Company or (iv) such other instance as may be determined by the Board.

(c) " Change in Control " shall have that meaning set forth in the Company's Change in Control Plan, as amended from time to time (it being understood and agreed that such Change in Control Plan shall otherwise not apply to the Director).

4. Voting and Other Rights . The Director shall have no rights as a stockholder of the Company in respect of the Restricted Units, including the right to vote and to receive regular or special cash dividends, prior to the Vesting Date (or, if the Director has deferred receipt pursuant to Section 2(d) above, then such later date of receipt of the Director Common Stock). Notwithstanding the foregoing, prior to the Vesting Date, the Director shall receive dividend equivalents equal to the amount of the dividends attributable to the shares of Common Stock represented by the Restricted Stock Units. The dividend equivalents shall be paid in cash on the date (or as soon as administratively practicable thereafter) that the related dividends are paid.

5. Prohibition on Transfer . The Director is subject to Section 8.3 of the Plan, which sets forth restrictions on the transferability, sale, pledge, assignment, etc. of the Restricted Units.

6. Delivery of Certificates or Equivalent . Upon the Vesting Date (or, if the Director has deferred receipt pursuant to Section 2(d) above, then upon such later date of elected receipt of the Director Common Stock), the Company shall, at its election, either (i) deliver to the Director a certificate representing the Director Common Stock, or (ii) establish a brokerage account for the Director and credit to that account the Director Common Stock plus, in either case, a cash payment equal to the value of any fractional Restricted Unit then Vested.

7. Additional Securities . If the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute securities of the Company to the holders of its Common Stock, the number of Restricted Units subject to this award shall be adjusted to correspond to the change in the outstanding shares of Common Stock, subject to the Company's Forfeiture Rights. If the Company shall distribute to its stockholders securities of another corporation, the securities of such other corporation, distributed with respect to the Restricted Units then subject to the restrictions contained in this Agreement, shall be added to the Restricted Units subject to the Company's Forfeiture Rights. If the outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, or in the event of a reclassification of the outstanding shares of the Company's Common Stock, or if the Company shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Restricted Units then subject to this Agreement such amount and kind of securities (or cash) as are issued in such subdivision, combination, reclassification, merger, consolidation or capital reorganization in respect of the Restricted Units subject immediately prior thereto to the Company's Forfeiture Right pursuant to this Agreement. Notwit