RESTRICTED STOCK AWARD AGREEMENT



            THIS AGREEMENT, made as of this 5th day of December, 2003, by and

between Enzon Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and

Uli Grau ("Executive").



            WITNESSETH, THAT:



            WHEREAS, The Company wishes to grant a restricted stock award to

Executive;



            NOW, THEREFORE, In consideration of the premises and mutual

covenants herein contained, the parties hereto hereby agree as follows:



            1. Award



            The Company, effective as of the date of this Agreement, hereby

grants to Executive a restricted stock award of 40,000 shares (the "Shares") of

common stock of the Company (the "Common Stock") subject to the terms and

conditions set forth herein and to the terms of the Employment Agreement between

the Company and Executive, dated as of December 5, 2003, (the "Employment

Agreement") which are specifically referenced herein. Capitalized terms used but

not defined herein shall have the meanings ascribed to such terms in the

Employment Agreement.



            2. Vesting



            Subject to the terms and conditions of this Agreement, the

Executive's Shares shall vest according to the following schedule:



            Date                     Number of Shares that Vest on such Date

            ----                     ---------------------------------------



            December 5, 2006                         12,000

            December 5, 2007                         12,000

            December 5, 2008                         16,000



            3. Restriction on Transfer



            Until any group of Shares vests pursuant to Sections 2 or 4 hereof,

none of such Shares may be sold, assigned, transferred, pledged, hypothecated or

otherwise disposed of or encumbered, and no attempt to transfer such Shares,

whether voluntary or involuntary, by operation of law or otherwise, shall vest

the transferee with any interest or right in or with respect to such Shares.



            4. Early Vesting; Forfeiture



            (a) In the event the Company terminates Executive's employment as

the Company's Chief Scientific Officer without Cause pursuant to Section

9(a)(iv) of the Employment Agreement or Executive terminates such employment for

Good Reason pursuant to Section 9(c) of the Employment Agreement, all of the

Shares granted to Executive pursuant to Section 1 hereof shall vest immediately

upon termination;



            (b) In the event the Company terminates Executive's employment as

the Company's Chief Scientific Officer for Cause pursuant to Section 9(a)(iii)

of the Employment Agreement, Executive will forfeit all unvested Shares granted

to Executive pursuant to Section 1 hereof.



            (c) In the event Executive's employment as the Company's Chief

Scientific Officer is terminated as a result of Executive's death, all unvested

Shares granted to Executive pursuant to Section 1 hereof shall vest immediately

upon Executive's death.



            (d) Upon termination of Executive's employment as the Company's

Chief Scientific Officer

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