EXECUTIVE DEFERRED COMPENSATION PLAN

ENZON PHARMACEUTICALS, INC.

Executive Deferred Compensation Plan
(2008 Restatement)

TABLE OF CONTENTS

						Page
1.		Statement of History and Purpose					1
2.		Definitions					1
3.		Administration of the Plan					5
		3.01		Plan Administration			5
		3.02		Delegation of Duties			6
		3.03.		Claim for Benefits			6
		3.04		Review of a Denial of a Claim for Benefits			7
4.		Participation					7
		4.01		Elective Participation			7
		4.02		Non-Elective Participation			10
5.		Vesting of Elective Deferred Compensation					10
6.		Accounts and Valuations					10
		6.01		Deferred Compensation Accounts			10
		6.02		Deferred Compensation Account Investment Options			10
		6.03		Crediting and Adjustment of Accounts			11
		6.04		Excess 401(k) Matching Credit			11
		6.05		Nature of Account Entries			13
7.		Benefits					13
		7.01		Normal Benefit			13
		7.02		Hardship Benefit			15
		7.03		Taxes; Withholding			15
		7.04		Form of Payment			15
8.		Beneficiary Designation					16
9.		Amendment and Termination of Plan					16
		9.01		Amendment			16
		9.02		Termination of Plan			16
10.		Miscellaneous					17
		10.01		Unsecured General Creditor			17
		10.02		Grantor Trust			17
		10.03		Successors and Mergers, Consolidations or Change in Control			18
		10.04		Non-Assignability			18
		10.05		Employment or Future Eligibility to Participate Not Guaranteed			18
		10.06		Protective Provisions			18

						Page
		10.07		Indemnification			19
		10.08		Receipt and Release			19
		10.09		Gender, Singular and Plural			19
		10.10		Captions			19
		10.11		Applicable Law			19
		10.12		Validity			20
		10.13		Notice			20

Enzon Pharmaceuticals, Inc.

Executive Deferred Compensation Plan

(2008 Restatement)

1.		Statement of History and Purpose
		Effective November 1, 2003, Enzon Pharmaceuticals, Inc. established this deferred compensation plan for its key employees which, in its most recently amended form, is maintained under a document entitled “ENZON PHARMACEUTICALS, INC. Executive Deferred Compensation Plan (December 2003)” (the “Prior Plan Statement”). Effective January 1, 2005, this Plan was amended and restated to comply with the deferred compensation provisions in the American Jobs Creation Act of 2004. The provisions in this Plan apply to both: (i) deferrals made which relate entirely to services performed on or before December 31, 2004 ( i.e . with respect to compensation that was earned and vested as of 12/31/04) and (ii) deferrals which relate all or in part to services performed on or after January 1, 2005. No deferrals shall continue to be invested and distributed pursuant to the terms of the Prior Plan Statement. Effective January 1, 2008, this Plan is amended and restated to make certain clarifications and ministerial changes.
		The purpose of the Enzon Pharmaceuticals, Inc. Executive Deferred Compensation Plan (the “Plan”) is to aid Enzon Pharmaceuticals, Inc. (the “Company”) and its subsidiaries in attracting and retaining key employees by providing a non-qualified compensation deferral vehicle.

2.

Definitions

	2.01		Annual Incentive Compensation — “Annual Incentive Compensation” means the amount paid annually to the Participant under the Enzon Pharmaceuticals Management Incentive Plan before reductions for deferrals under this Plan or the Enzon Inc. Savings and Investment Plan.
	2.02		Base Salary — “Base Salary” means the Participant’s annual basic rate of pay from the Company excluding Annual Incentive Compensation and other non-regular forms of compensation before reductions for deferrals under this Plan or the Enzon Pharmaceuticals, Inc. Savings and Investment Plan.
	2.03		Beneficiary — “Beneficiary” means the person or persons designated as such in accordance with Section 8.

Enzon Pharmaceuticals, Inc.		Deferred Compensation Plan For Executives

	2.04		Board of Directors — “Board of Directors” means the Board of Directors of the Company.
	2.05		Committee — “Committee” means the Vice President, Human Resources, Chief Financial Officer and Chief Executive Officer.
	2.06		Change in Control — “Change in Control” means a “change in ownership or effective control” of the Company as defined in Section 409A(a)(2) of the Internal Revenue Code and Treasury regulations or other guidance issued thereunder.
	2.07		Deferral Amount — “Deferral Amount” means the total amount of Elective Deferred Compensation and/or Non-Elective Deferred Compensation actually deferred by the Participant.
	2.08		Deferred Compensation Account — “Deferred Compensation Account” means the account maintained on the books of account of the Company for a Participant pursuant to Section 6.
	2.09		Disability — “Disability” means the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
	2.10		Distribution Date — “Distribution Date” means the date on which the Company makes distributions from the Participant’s Deferred Compensation Account(s).
	2.11		Election Form — “Election Form” means the form or forms attached to this Plan and filed with the Company by the Participant in order to participate in the Plan. The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan.

Enzon Pharmaceuticals, Inc.		Deferred Compensation Plan For Executives

	2.12		Elective Deferred Compensation — “Elective Deferred Compensation” means the total amount elected to be deferred by an Eligible Employee on his/her Election Form.
	2.13		Eligible Employee — “Eligible Employee” means any employee of the Company approved to participate by the Committee. It is the intention of the Company that all Participants satisfy the term “a select group of management or highly compensated employees” as provided in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA.
	2.14		Insolvency — “Insolvency” means (i) Enzon Pharmaceuticals, Inc. is unable to pay its debts as they become due, or (ii) Enzon Pharmaceuticals, Inc. is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
	2.15		Non-Elective Deferred Compensation — “Non-Elective Deferred Compensation” means the amount awarded to a Participant by the Company pursuant to Section 4.02.
	2.16		Participant — “Participant” means an Eligible Employee who is invited or selected to participate in the Plan by the Committee and who is participating in accordance with the provisions of Section 4.
	2.17		Plan Year — “Plan Year” means the twelve month period beginning on January 1 and ending on December 31.
	2.18		Separation from Service — “Separation from Service” means that a Participant has died, retired or otherwise has incurred a “termination of employment.” A Participant will not incur a Separation from Service while he is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment under an applicable statute or contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services. Notwithstanding the foregoing, where a leave of absence is due to 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 six months, where such impairment causes the Participant to be unable to perform the duties of his

Enzon Pharmaceuticals, Inc.		Deferred Compensation Plan For Executives

			position of employment or any substantially similar position of employment, a 29 month period of absence is substituted for such six month period.
			“Termination of employment” means that it is reasonably anticipated based on the facts and circumstances that an employee will perform no further services after a certain date or that the level of bona fide services he would perform after such date (whether as an employee or an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36 month period (or the full period of services if the Participant has been providing services for less than 36 months). A Participant is presumed to have incurred a Separation from Service when the level of bona fide services performed decreases to a level equal to 20 percent or less of the average level of services performed by him during the immediately preceding 36 month period.
	2.19		Substantially Equal Installments — “Substantially Equal Installments” means a series of annual payments, such that equal payments over the remaining payment period would exactly amortize the Participant’s Deferred Compensation Account balance as of the Distribution Date if the investment return remained constant at the return credited as of the Valuation Date immediately preceding the Distribution Date for the remainder of the payment period.
	2.20		Unforeseeable Emergency — “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in section 152(a) of the Internal Revenue Code without regard to section 152(b)(1), (b)(2) and (d)(1)(B) of the Internal Revenue Code) of the Participant, loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
	2.21		Valuation Date — “Valuation Date” means the date on which the value of a Participant’s Deferred Compensation Account is determined. Unless and until changed by the Committee, the Valuation Dates within each Plan Year shall be

Enzon Pharmaceuticals, Inc.		Deferred Compensation Plan For Executives

			any date that the New York Stock Exchange is open and conducting business, and such other dates as may be specified by the Committee.
	2.22		Years of Service — “Years of Service” means the cumulative years of continuous full-time employment with the Company beginning on the date the Participant first began service and each anniversary thereof.

3.

Administration of the Plan

3.01

Plan Administration. The Plan shall be administered by the Committee. The Committee may assign duties to an officer or other employees of the Company, and may delegate such duties as it sees fit. An employee of the Company or Committee member who is also a Participant in the Plan shall not be involved in the decisions of the Company or Committee regarding any determination of any specific claim for benefit with respect to himself or herself. The Committee shall be responsible for the management, operation and administration of the Plan. In addition to any powers, rights and duties set forth elsewhere in the Plan, it shall have complete discretion to exercise the following powers and duties:

	(a)		adopt such rules and regulations consistent with the provisions of the Plan as it deems necessary for the proper and efficient administration of the Plan;
	(b)		administer the Plan in accordance with its terms and any rules and regulations it establishes, and be responsible for the preparation, filing, and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law;
	(c)		maintain records concerning the Plan sufficient to prepare reports, returns, and other information required by the Plan or by law;
	(d)		construe and interpret the Plan, and to resolve all questions arising under the Plan;
	(e)		authorize benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan; and

Enzon Pharmaceuticals, Inc.		Deferred Compensation Plan For Executives

(f)

employ or retain agents, attorneys, actuaries, accountants or other persons, who may also be Participants in the Plan or be employed by or represent the Company, as it deems necessary for the effective exercise of its duties, and may delegate to such persons any power and duties, both ministerial and discretionary, as it may deem necessary and appropriate, and the Committee shall be responsible for the prudent monitoring of their performance.

3.02

Delegation of Duties. The Committee may delegate any or all of its duties as to the administration of this Plan to other individuals or groups of individuals within the Company, as it deems appropriate.

3.03.

Claim for Benefits. Any claim for benefits under the Plan shall be made in writing to the Committee. If such claim for benefits is wholly or partially denied by the Committee, the Committee shall, within a reasonable period of time, but not later than sixty (60) days after receipt of the claim, notify the claimant of the denial of the claim. Such notice of denial shall be in writing and shall contain:

	(a)		The specific reason or reasons for the denial of the claim;
	(b)		A reference to the relevant Plan provisions upon which the denial is based;
	(c)		A description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary; and
	(d)		A reference to the Plan’s claim review procedure.

Upon the receipt by the claimant of written notice of the denial of a claim, the claimant may within sixty (60) days file a written request to the Committee, requesting a review of the denial of the claim, which review shall include a hearing if deemed necessary by the Committee. In connection with the claimant’s appeal of the denial of his or her claim, he or she may review relevant documents and may submit issues and comments in writing. To provide for fair review and a full record, the claimant must submit in writing all facts, reasons and arguments in support of his or her position within the time

Enzon Pharmaceuticals, Inc.		Deferred Compensation Plan For Executives

allowed for filing a written request for review. All issues and matters not raised for review will be deemed waived by the claimant.

3.04

Review of a Denial of a Claim for Benefits. The Committee shall render a decision on the claim review promptly, but no more than sixty (60) days after the receipt of the claimant’s request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time, in which case the sixty (60) day period shall be extended to one hundred twenty (120) days. Such decision shall:

	(a)		Include specific reasons for the decision;
	(b)		Be written in a manner calculated to be understood by the claimant; and
	(c)		Contain specific references to the relevant Plan provisions upon which the decision is based.

The decision of the Committee shall be final and binding in all respects on the Company, the claimant and any other person claiming an interest in the Plan through or on behalf of the claimant. No litigation may be commenced by or on behalf of a claimant with respect to this Plan until after and unless the claim and review process described in Sections 3.03 and 3.04 has been exhausted. Judicial review of Committee action shall be limited to whether the Committee acted in an arbitrary and capricious manner.

4.

Participation

4.01

Elective Participation.

(a)

Any Eligible Employee may elect to participate in the Plan for a given Plan Year by filing a completed Election Form for the Plan Year with the Company. Except as otherwise provided herein, an Election Form to defer compensation for a Plan Year must be completed before the end of the immediately preceding Plan Year.

     (i) In the case of the first Plan Year in which an Eligible Employee becomes eligible to participate in the Plan, no later than thirty (30) days after the employee is invited or selected for participation, such employee shall as a condition of participation complete such forms and

Enzon Pharmaceuticals, Inc.		Deferred Compensation Plan For Executives

make such elections as the Committee may require for the effective administration of this Plan. The Election Form may only be made with respect to compensation earned for services performed subsequent to the deferral election. A deferral election with respect to Annual Incentive Compensation that is made under this subparagraph (i) by a Participant who commences participation in the Plan shall exclude the amount of any Annual Incentive Compensation paid for services performed prior to the date the Election Form is submitted to the Committee and as such, shall be prorated in the manner described in Treasury Regulation Section 1.409A-2(a)(7) or any subsequent applicable guidance.

     (ii) With respect to Annual Incentive Compensation earned for services performed over a Plan Year (or any other period of at least twelve (12) months), any Election Form may provide for Annual Incentive Compensation deferrals if such election is made no later than six (6) months prior to the end of the service period over which the Annual Incentive Compensation is earned. A deferral election with respect to such Annual Incentive Compensation shall only be effective if the Participant has performed services for the Company continuously from the date upon which the Annual Incentive Compensation criteria are established through the date upon which the Participant makes the deferral election and if the Election Form is filed before the amount of such Annual Incentive Compensation is readily ascertainable. Notwithstanding the previous sentence, if a po