Revised PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD Agreement

ATTENTION:

THIS REVISED PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD

SHALL NOT BECOME EFFECTIVE UNLESS AND UNTIL IT IS

"ACCEPTED" BY THE EMPLOYEE

IN THE MANNER DESCRIBED IN SECTION 1(b) BELOW.

REVISED PERFORMANCE BASED RESTRICTED STOCK

UNIT AWARD AGREEMENT

THIS AGREEMENT REPLACES THE PRIOR AGREEMENT

DATED MARCH 28, 2007

This Revised PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD Agreement (this " Agreement " ) is made as of the Additional Grant Date (defined below), by and between Alpharma Inc., a Delaware (USA) corporation with an address at 440 Route 22 East, 3rd Floor, Bridgewater NJ, 08807 USA (the " Company " ), and the Employee (defined below), pursuant and subject to the Company's 2003 Omnibus Incentive Compensation Plan (the " Plan " ), the terms of which are incorporated herein by reference, on the following terms and conditions:

1. Grant and Acceptance of Restricted Stock Unit Award .

(a) The Company granted to the Employee, subject to the restrictions, forfeiture risks and other terms and conditions set forth herein and in the Plan, the Performance Based Restricted Stock Unit Award (the "Restricted Stock Unit Award"), which shall consist of restricted units in the amount of that Target Number of Restricted Units (defined above) (each, a " Restricted Unit " ). Each Restricted Unit represents the Employee'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 Company hereby grants to the Employee, the Additional Target Number of Restricted Stock Units (defined above), which shall become part of the Employee's Restricted Stock Unit Award. The restrictions, forfeiture risks and other terms and conditions set forth herein and in the Plan otherwise applicable to the Employee's Restricted Stock Unit Award shall be applicable to the Employee's Additional Target Number of Restricted Stock Units.

(c) The revised Restricted Stock Unit Award shall not be considered granted unless and until the Employee accepts the terms of this Agreement in writing. By so accepting the Restricted Stock Unit Award, the Employee is memorializing that he or she has accepted the Restricted Stock Unit Award as of the Grant Date and the Additional Grant Date. Thereafter, the Restricted Stock Unit Award shall vest on the Full Vesting Date and subject to Sections 2 and 3 . (If the Company has no record of the Employee's acceptance of the terms of this Agreement, or any other document required by the Company in connection with the Restricted Stock Unit Award, the Restricted Stock Unit Award shall be ineffective and the Employee shall have no rights in the Restricted Stock Unit Award).

2. Award

(a) Award Amount . The Company has determined that the Employee shall be entitled to on the Full Vesting Date one (1) share of Common Stock per Target Number of Restricted Units and Additional Target Number of Restricted Units granted.

(b) Vesting of Restricted Units . The Employee shall become 100% vested in the Restricted Units on the Full Vesting Date, subject to the other terms and conditions of this Agreement, including Section 2 and 3 , and shall receive that number of shares of Common Stock represented by the then-vested Restricted Units (the " Vested Shares " ) (as determined in Section 2(a)) .

3. Restrictions / Rights of Company and Employee .

(a) Forfeiture Rights of the Company Upon Termination . Subject to the further provisions of this Agreement, and except as otherwise provided in Section 3(b) below, prior to the Full Vesting Date, in the event that the Employee ceases to be a continuing employee of the Company as a result of a termination of his or her Employment, other than as a result of the death, Disability, or Retirement of the Employee, the entire Restricted Stock Unit Award shall automatically be forfeited by the Employee, and shall, with no further action on the part of the Employee, revert to the full beneficial and record ownership of the Company (the " Forfeiture Event " ). (The terms " Employment " , " Retirement " and " Disability " are defined in Section 4 below.)

(b) The Death or Disability of the Employee . In the event that the Employee dies, or an event of Disability of the Employee, occurs prior to the Full Vesting Date, the Employee (or Beneficiary, in the case of death of the Employee) shall nonetheless become vested in the number of Restricted Units described in Section 2(a). As soon as practicable following the Employee's termination from employment as a result of death or Disability, the Employee (or Beneficiary, in the case of death of the Employee) shall receive the number of Vested Shares, as described in Section 2(a). The Employee and the beneficiary shall have no further rights under this Agreement.

(c) The Retirement of the Employee . This Section 3(c) shall apply in lieu of Section 3(a) in the event that the Employee terminates employment with the Company as a result of Retirement prior to the Full Vesting Date. On the Full Vesting Date, the retired Employee will be treated as if he were employed on such date for purposes of this Agreement provided, however, that such retired Employee shall only become vested in a pro rata portion of the Restricted Units underlying the Restricted Stock Unit Award, as follows:

• • (i)  If the Employee's Retirement date is prior to the first anniversary of the Grant Date, his entire Restricted Stock Unit Award shall be forfeited.

    (ii) If the Employee's Retirement date is on or after the first anniversary of the Grant Date and prior to second anniversary of the Grant Date, such retired Employee shall be 1/3 vested in the Restricted Units underlying his Restricted Unit Award.

    (iii) If the Employee's Retirement date is on or after the second anniversary of the Grant Date and prior to the Full Vesting Date, such retired Employee shall be 2/3 vested in the Restricted Units underlying his Restricted Unit Award.

(d) Change in Control . In the event that a Change in Control (as defined in the Alpharma Inc. Change in Control Plan, as amended from time to time (the " Change in Control Plan " )) occurs, the Restricted Stock Unit Award shall be governed by the Change in Control Plan and the provisions of this Agreement that contradict such Change in Control Plan shall become ineffective. For the Employee's reference, a copy of the Change in Control Plan is publicly available as an exhibit to the Company's securities filings, and is also available for review upon request.

4. Definitions . For purposes of this Agreement:

(a) An event of " Disability " shall mean the Employee's termination in good standing from the employ of the Company for reasons of disability under the then-established rules of the Company, consistent with all applicable federal, state and local (including international) laws.

(b) An event of " Retirement " shall mean the Employee's voluntary termination of his or her Employment with the Company on or after attaining age 55 and completing at least 5 years of service.

(c) " Employment " shall mean the continuing status of the Employee as a full-time permanent salaried or hourly employee of the Company or another entity so long as that entity is, and at all relevant times continues to be, an affiliate (as that term is defined under the regulations of the United States Securities and Exchange Commission) of the Company. Employment (i) shall include any period of illness or temporary disability during which the Employee continues to receive salary pursuant to the policies of the Company, as in effect from time to time, but (ii) shall not include any period of time during which the Employee is receiving salary continuation, payments in lieu of statutory or other notice, or during a statutory notice period, or other benefits as a result of the termination of Employment or any leave of absence of a duration longer than three (3) months.

5. Issuance of Stock Certificate(s) . Upon the occurrence of the Full Vesting Date and subject to Sections 2 and 3 ), the Secretary of the Company (the " Secretary " ) shall promptly, upon written request, deliver to the Employee a stock certificate (or cer