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                                                                   Exhibit 10.33



                           ENZON PHARMACEUTICALS, INC.
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                      Executive Deferred Compensation Plan
                               (2005 Restatement)


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                           Enzon Pharmaceuticals, Inc.

                      Executive Deferred Compensation Plan


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 is hereby amended and restated to comply with the
         deferred compensation provisions in the American Jobs Creation Act of
         2004. The provisions in this restatement shall 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.

         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.


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         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     EFFECTIVE DATE - "Effective Date" means the date on which this
                  Plan restatement is effective, January 1, 2005. The original
                  effective date of this Plan is November 1, 2003.

         2.12     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.



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         2.13     ELECTIVE DEFERRED COMPENSATION - "Elective Deferred
                  Compensation" means the total amount elected to be deferred by
                  an Eligible Employee on his/her Election Form.

         2.14     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..

         2.15     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.

         2.16     NON-ELECTIVE DEFERRED COMPENSATION - "Non-Elective Deferred
                  Compensation" means the amount awarded to a Participant by the
                  Company pursuant to Section 4.02.

         2.17     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.

         2.18     PLAN YEAR - "Plan Year" means the twelve month period
                  beginning on January 1 and ending on December 31.

         2.19     SEPARATION FROM SERVICE - "Separation from Service" means the
                  end of a Participant's employment with the Company and all
                  affiliates for any reason other than Disability.

         2.20     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.



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         2.21     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) of the Participant, loss of the
                  Participant's property due to casualty, or other similar
                  extraordinary and unforeseeable circumstances arising as a
                  result of events beyond the control of the Participant.

         2.22     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 any date that
                  the New York Stock Exchange is open and conducting business,
                  and such other dates as may be specified by the Committee.

         2.23     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;


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                  (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

                  (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;


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                  (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 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.


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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 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.

                                    (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.

                  (b)      An Election Form shall contain an election to defer a
                           portion of the Participant's Base Salary and/or
                           Annual Incentive Compensation in accordance with the
                           following limitations. The maximum deferral shall be
                           one hundred percent (100%) of the Participant's Base
                           Salary (as defined in Section 2.03) and one hundred
                           percent (100%) of Participant's Annual Incentive
                           Compensation (as defined in Section 2.01). Provided,
                           however, that no election will be effective to reduce
                           amounts paid by the Company to an Eligible Employee
                           to an amount which is less than the sum of the amount
                           the Company is required to withhold for purposes of
                           federal, state, and local income taxes, including
                           FICA tax withholding and the amount the Company is
                           required to withhold for contributions to any
                           employee benefit plan (other than this Plan). A
                           deferral election, once accepted by the Committee,
                           shall be irrevocable for the Plan Year (or the
                           service period, in the case of an Annual Incentive
                           Compensation deferral) with respect to which it is
                           made; provided, however, that if a Disability or
                           Unforeseeable Emergency occurs during the period
                           elected in the Election Form, the Participant's
                           election shall be suspended, and further deferrals
                           shall not be required.


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                  (c)      The Election Form shall also contain an election for
                           the time and manner of payment of the employee's
                           deferral for such Plan Year (in the case of a Base
                           Salary deferral) or the service period (in the case
                           of an Annual Incentive Compensation deferral). The
                           time for payment elected shall be a specified date
                           which complies with the limitations under Section
                           7.01(a). A Participant may elect to allocate his or
                           her deferral election in percentage increments (as
                           determined by the Committee) to be paid at separate
                           specified dates or in different manners, subject to
                           the limitations under Section 7.01(a). In the absence
                           of an election specifying the time and manner of
                           payment, payment shall be made automatically in a
                           lump sum upon the earliest of the events specified in
                           Sections 7.01(b) through 7.01(d).

                  (d)      A Participant may change the method of distribution
                           to any other method permitted under Section 7.01(a)
                           by submitting an election to the Committee, subject
                           to the following limitations:

                                    (i) Such election must be submitted to and
                           accepted by the Committee at least twelve (12) months
                           prior to the date a distribution to the Participant
                           would otherwise have been made or commenced;

                                    (ii) The first distribution is delayed at
                           least five (5) years from such date;

                                    (iii) The election shall have no effect
                           until at least twelve (12) months after the date on
                           which the election is made; and

                                    (iv) The election shall not reduce the
                           number of installment payments.


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         4.02     NON-ELECTIVE PARTICIPATION. The Committee can, in its sole
                  discretion, award to a Participant Non-Elective Deferred
                  Compensation. Any such credit of Non-Elective Deferred
                  Compensation shall vest in accordance with such schedule as
                  determined by the Committee at such time the credit is made,
                  and shall be distributed in a manner consistent with the
                  election last made by the particular Participant prior to the
                  Plan Year in which the credit is made. The Committee's
                  decision to make a credit in any year shall not require the
                  Committee to approve similar awards at all to any Eligible
                  Person, Participant or other person at any future date. The
                  Company and the Committee shall not have any obligation for
                  uniformity of treatment of any person, including but not
                  limited to, Eligible Persons or Participants and their legal
                  representatives and beneficiaries and employees of the
                  Company.

5.       VESTING OF ELECTIVE DEFERRED COMPENSATION

         A Participant's Elective Deferred Compensation credited to his/her
         Deferred Compensation Account shall vest immediately.

6.       ACCOUNTS AND VALUATIONS

         6.01     DEFERRED COMPENSATION ACCOUNTS. The Committee shall establish
                  and maintain a separate Deferred Compensation Account for each
                  Participant for each Plan Year. Deferred amounts will be
                  credited to a Participant's account within fourteen (14) days
                  of the time at which the amount would otherwise have been
                  paid. Any Non-Elective Deferred Compensation awarded to a
                  Participant shall be credited to the Participant's Deferred
                  Compensation Account on such date as specified by the
                  Committee.

         6.02     DEFERRED COMPENSATION ACCOUNT INVESTMENT OPTIONS. The
                  Committee shall designate from time to time one or more
                  investment options in which Deferred Compensation Accounts may
                  be deemed invested. A Participant shall allocate his or her
                  Deferred Compensation Account among the deemed investment
                  options by filing with the Committee an Investment Allocation
                  Election Form or by making an election through such other
                  procedures proscribed by the Committee (including telephonic
                  or electronic procedures). A Participant may elect to allocate
                  his or her Deferred Compensation Account in percentage
                  increments (as determined by the Committee) among as many of
                  the investment options which are offered by the Company. Any
                  such investment allocation election shall be subject to such
                  rules as the Committee may prescribe, including, without
                  limitation, rules concerning the manner of making investment
                  allocation elections and the frequency and timing of changing
                  such investment allocation elections.


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                  The Committee shall have the sole discretion to determine the
                  number of deemed investment options to be designated hereunder
                  and the nature of the options and may change or eliminate the
                  investment options from time to time. For each deemed
                  investment option the Committee shall, in its sole discretion,
                  select a mutual fund(s), an investment index, or shall create
                  a phantom portfolio of such investments as it deems
                  appropriate, to constitute the investment option. The
                  Committee shall adopt rules specifying the deemed investment
                  options, the circumstances under which a particular option may
                  be elected (or shall be automatically utilized), the minimum
                  or maximum percentages which may be allocated to the
                  investment option, the procedures for making or changing
                  elections, the extent (if any) to which beneficiaries of
                  deceased Participants may make investment elections and the
                  effect of a Participant's or beneficiary's failure to make an
                  effective investment election with respect to all or any
                  portion of a Deferred Compensation Account. The Committee
                  shall determine the amount and rate of investment gains or
                  losses with respect to any deemed investment option for any
                  period, and may take into account any deemed expenses which
                  would be incurred if actual investments were made.

         6.03     CREDITING AND ADJUSTMENT OF ACCOUNTS. As of each Valuation
                  Date, the value of the Participant's Deferred Compensation
                  Account shall consist of the balance as of the immediately
                  preceding Valuation Date, plus the amount of any Elective and
                  Non-Elective Deferred Compensation credited since the
                  preceding Valuation Date, minus the amount of all
                  distributions, if any, made from such Deferred Compensation
                  Account since the preceding Valuation Date. The Participant's
                  Deferred Compensation Account shall be adjusted for income,
                  gains or losses as of each Valuation Date.

         6.04     EXCESS 401(k) MATCHING  CREDIT. A Participant's Deferred
                  Compensation  Account will be credited with an Excess 401(k)
                  Matching Credit as follows:



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                  (a)      MATCHABLE ANNUAL DEFERRAL. The Matchable Annual
                           Deferral shall be that portion of a Participant's
                           Deferral Amount for each Plan Year which is less than
                           or equal to: (i) six percent (6%) of the total Base
                           Salary plus Annual Incentive Compensation for a Plan
                           Year minus (ii) the amount of Elective Contribution
                           to the Enzon Pharmaceuticals, Inc. 401(k) Savings and
                           Investment Plan made by the Participant for which the
                           Participant received an Employer Matching
                           Contribution under the Enzon Pharmaceuticals, Inc.
                           401(k) Savings and Investment Plan for the same Plan
                           Year. However, if the Participant does not make the
                           maximum deferral under the the Enzon Pharmaceuticals,
                           Inc. 401(k) Savings and Investment Plan that is
                           eligible for a matching contribution under such Plan
                           for any Plan Year (generally at least 6% of eligible
                           compensation), the Matchable Annual Deferral for such
                           Plan Year shall be zero.

                  (b)      EXCESS 401(K) MATCHING CREDIT. The Excess 401(k)
                           Matching Credit shall be 50% of the value of the
                           Matchable Annual Deferral for the Plan Year;
                           provided, however, that in no event shall the Excess
                           401(k) Matching Credit exceed 3% of the sum of Base
                           Salary and Annual Incentive Compensation for a Plan
                           Year. Such amount shall be credited no later than as
                           nearly as administratively practicable following the
                           end of the Plan Year to which they relate.

                  (c)      VESTING. The Participant's right to receive the
                           Excess 401(k) Matching Credits credited to the
                           Participant's Deferred Compensation Account shall
                           vest in accordance with the following schedule:


                           ---------------------------- ---------------------
                            Completed Years of Service    Vested Percentage
                           ---------------------------- ---------------------
                                        0-1                       0%
                           ---------------------------- ---------------------
                                        1-2                      20%
                           ---------------------------- ---------------------
                                        2-3                      40%
                           ---------------------------- ---------------------
                                        3-4                      60%
                           ---------------------------- ---------------------
                                        4-5                      80%
                           ---------------------------- ---------------------
                                        5+                      100%
                           ---------------------------- ---------------------

                           Notwithstanding the foregoing, a Participant's Excess
                           401(k) Matching Credits shall become fully (100%)
                           vested upon the Participant's death, Disability,
                           Separation from Service at or after age 55 or upon
                           the occurrence of a Change in Control or Insolvency
                           of the Company.



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         6.05     NATURE OF ACCOUNT ENTRIES. The establishment and maintenance
                  of Participants' Deferred Compensation Accounts and the
                  crediting of gains and losses pursuant to this Section 6 shall
                  be merely bookkeeping entries and (notwithstanding the
                  establishment of any grantor trust pursuant to Section 10.02)
                  shall not be construed as giving any person any interest in
                  any specific assets of the Company or of any subsidiary of the
                  Company or any trust created by the Company, including any
                  investments owned by the Company or any such subsidiary or
                  trust. The hypothetical investment of the Participant's
                  Deferred Compensation Accounts shall be for bookkeeping
                  purposes only, and shall not require the establishment of
                  actual corresponding funds or investments by the Committee or
                  the Company. Benefits accrued under this Plan shall constitute
                  an unsecured general obligation of the Company.

7.       BENEFITS

         7.01     NORMAL BENEFIT

                  (a)      SPECIFIED TIME AND FORM. A Participant may elect
                           pursuant to Section 4.01 to receive or commence
                           distribution as of a specified date which shall be
                           subject to the following requirements:

                                    (i) such specified date shall be: (1) a date
                           certain as of the time of election (e.g., January 1,
                           2010), or (2) the date of the Participant's
                           Separation from Service; and

                                    (ii) such specified date shall actually
                           occur on or prior to the Participant's Separation
                           from Service, Disability, death or a Change in
                           Control.

                           A Participant's Deferred Compensation Account (or the
                           portion thereof to which the election applies) shall
                           be paid to the Participant in accordance with the
                           terms of the Participant's Election Form.
                           Distribution of the Participant's Deferred
                           Compensation Account shall be determined as of the
                           Valuation Date coincident with or next following such
                           specified date and shall be paid to the Participant
                           in a lump sum or in annual Substantially Equal
                           Installments, subject to a maximum of ten (10) annual
                           installments, as specified in the Participant's
                           Election Form.

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                  (b)      SEPARATION FROM SERVICE OR DISABILITY.
                           Notwithstanding the provisions of Section 7.01(a), if
                           a Participant incurs a Disability or Separation from
                           Service before the specified date for which payment
                           of a deferral is to be made or commenced, the value
                           of such deferral (as adjusted for earnings, gains or
                           losses) shall be determined as of the Valuation Date
                           coincident with or next following such Separation
                           from Service and shall be paid to the Participant in
                           a lump sum or in Substantially Equal Installments in
                           accordance with the manner elected by the Participant
                           under Section 7.01(a). In the event a distribution is
                           made pursuant to this Section 7.01(b), the
                           Participant shall immediately cease to be eligible
                           for any other benefit provided under this Plan.
                           Notwithstanding the foregoing, where payment under
                           this Section 7.01(b) is made to any "key employee"
                           (as defined under Section 409A of the Internal
                           Revenue Code) on account of Separation from Service,
                           such payment shall commence no earlier than six (6)
                           months following a Separation from Service (or upon
                           the death of the employee, if earlier) if required to
                           comply with Section 409A of the Internal Revenue
                           Code.

                  (c)      DEATH. In the event of a Participant's death before a
                           complete distribution of his or her account, the
                           Participant's designated Beneficiary will receive an
                           amount equal to the Participant's Deferred
                           Compensation Account, and such amount shall be paid
                           in a single sum or annual installments (not to exceed
                           10) in accordance with the Participant's election.

                  (d)      CHANGE IN CONTROL. Notwithstanding any of the
                           foregoing provisions in this Section 7.01, upon a
                           Change in Control before distribution of the
                           Participant's entire Deferred Compensation Account
                           has been made, distribution of the Participant's
                           entire Deferred Compensation Account balance
                           determined as of the Valuation Date coincident with
                           or next following such Change in Control shall be
                           paid to the Participant in a lump sum.

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                  (e)      SMALL ACCOUNTS. Notwithstanding any payment method
                           elected by a Participant or Beneficiary, the Company
                           will pay in a lump sum, any Deferred Compensation
                           Account balance which is $10,000 or less.

                  (f)      TIME OF DISTRIBUTION. Actual distribution shall occur
                           as soon as is practicable (but no later than thirty
                           (30) days) following the applicable Valuation Date
                           for which such the value of the Participant's
                           Deferred Compensation Account is determined.

          7.02    HARDSHIP BENEFIT. In the event that the Committee, upon
                  written petition of the Participant, determines in its sole
                  discretion, that the Participant has suffered an Unforeseeable
                  Emergency, the Company may pay to the Participant, as soon as
                  is practicable following such determination, an amount
                  necessary to meet the emergency, not in excess of the Deferred
                  Compensation Account credited to the Participant. The Deferred
                  Compensation Account of the Participant thereafter shall be
                  reduced to reflect the payment of a Hardship Benefit.

         7.03     TAXES; WITHHOLDING. To the extent required by law, the Company
                  shall withhold from payments made hereunder an amount equal to
                  at least the minimum taxes required to be withheld by the
                  federal, or any state or local, government.


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Enzon Pharmaceuticals, Inc.            Deferred Compensation Plan For Executives
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8.       BENEFICIARY DESIGNATION

         At any time prior to complete distribution of the benefits due to a
         Participant under the Plan, he/she shall have the right to designate,
         change, and/or cancel, any person(s) or entity as his/her Beneficiary
         (either primary or contingent) to whom payment under this Plan shall be
         made in the event of his/her death. Each beneficiary designation shall
         become effective only when filed in writing with the Company during the
         Participant's lifetime on a form provided by the Company. The filing of
         a new beneficiary designation form will cancel all previously filed
         beneficiary designations. Further, any finalized divorce of a
         Participant subsequent to the date of filing of a beneficiary
         designation form in favor of Participant's spouse shall revoke such
         designation. Additionally, the spouse of a Participant domiciled in a
         community property jurisdiction shall join in any designation of
         Beneficiary other than the spouse.

         If a Participant fails to designate a Beneficiary as provided above, or
         if his/her beneficiary designation is revoked by divorce or otherwise
         without execution of a new designation, or if all designated
         Beneficiaries predecease the Participant, then the distribution of such
         benefits shall be made to the Participant's estate. If a Beneficiary
         survives the Participant but dies before receiving a complete
         distribution of benefits, any remaining amount shall be paid to the
         estate of such Beneficiary in a lump-sum.

9.       AMENDMENT AND TERMINATION OF PLAN

         9.01     AMENDMENT. The Committee may amend the Plan at any time in
                  whole or in part, provided, however, that, except as provided
                  in Section 9.02 and Section 6.02, no amendment shall, absent
                  consent of the Participant, be effective to decrease the
                  benefits under the Plan payable to any Participant or
                  Beneficiary with respect to any Elective or Non-Elective
                  Deferred Compensation deferred prior to the date of the
                  amendment. Written notice of any amendments (other than
                  amendments that are administrative in nature) shall be given
                  to each Participant in the Plan.

         9.02     TERMINATION OF PLAN

                  (a)      COMPANY'S RIGHT TO TERMINATE. The Committee may
                           terminate the Plan at any time.

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Enzon Pharmaceuticals, Inc.            Deferred Compensation Plan For Executives
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                  (b)      PAYMENTS UPON TERMINATION. Upon any termination of
                           the Plan under this section, Compensation shall cease
                           to be deferred prospectively, and, with respect to
                           Compensation deferred previously, the Company will
                           pay to the Participant (or the Participant's
                           Beneficiary, if after the Participant's death), in a
                           lump-sum, the value of his/her vested Deferred
                           Compensation Account. Notwithstanding the foregoing,
                           such payments shall be made upon Plan termination
                           only to the extent permissible under Section 409A of
                           the Internal Revenue Code and related Treasury
                           regulations and guidance.

10.      MISCELLANEOUS

         10.01    UNSECURED GENERAL CREDITOR. Participants and their
                  beneficiaries, heirs, successors and assignees shall have no
                  legal or equitable rights, interests, or other claims in any
                  property or assets of the Company, nor shall they be
                  beneficiaries of, or have any rights, claims, or interests in
                  any life insurance policies, annuity contracts, or the
                  policies therefrom owned or that may be acquired by the
                  Company ("policies"). Such policies or other assets of the
                  Company shall not be held in any way as collateral security
                  for the fulfilling of the obligations of the Company under
                  this Plan. Any and all of the Company's assets and policies
                  shall be and will remain general, unpledged, unrestricted
                  assets of the Company. The Company's obligation under the Plan
                  shall be that of an unfunded and unsecured promise of the
                  Company to pay money in the future.

         10.02    GRANTOR TRUST. Although the Company is responsible for the
                  payment of all benefits under the Plan, the Company, in its
                  sole discretion, may contribute funds as it deems appropriate
                  to a grantor trust for the purpose of paying benefits under
                  this Plan. Such trust may be irrevocable, but assets of the
                  trust shall be subject to the claims of creditors of the
                  Company. To the extent any benefits provided under the Plan
                  actually are paid from the trust, the Company shall have no
                  further obligation with respect thereto, but to the extent not
                  so paid, such benefits shall remain the obligation of, and
                  shall be paid by, the Company. Participants shall have the
                  status of unsecured creditors on any legal claim for benefits
                  under the Plan, and shall have no security interest in or any
                  other preferential right to any assets held by such grantor
                  trust. In the event of the Company's insolvency or bankruptcy,
                  the trust assets are treated like other corporate assets of
                  the Company and are subject to the claims of the Company's
                  creditors. A Participant's claim for deferred compensation
                  will be treated like any other claim by the Company's
                  unsecured creditors, with no special preference for
                  Participants.

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Enzon Pharmaceuticals, Inc.            Deferred Compensation Plan For Executives
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         10.03    SUCCESSORS AND MERGERS, CONSOLIDATIONS OR CHANGE IN CONTROL.
                  The terms and conditions of this Plan shall inure to the
                  benefit of the Participants and shall bind the Company, its
                  successors, assignees, and personal representatives. If
                  substantially all of the stock or assets of the Company are
                  acquired by another entity, or if the Company is merged into,
                  or consolidated with, another entity, then the obligations
                  created hereunder shall be obligations of the acquirer or
                  successor entity.

         10.04    NON-ASSIGNABILITY. Neither a Participant, nor any other
                  person, shall have any right to commute, sell, assign,
                  transfer, pledge, anticipate, mortgage or otherwise encumber,
                  transfer, hypothecate, or convey in advance of the actual
                  receipt, any amounts payable hereunder, or any part thereof.
                  All rights to payments expressly are declared to be
                  unassignable and nontransferable. No part of the amounts
                  payable, prior to actual payment, shall be subject to seizure
                  or sequestration for the payment of any debts, judgments,
                  alimony or separate maintenance owed by a Participant, or any
                  other person, nor shall they be transferable by operation of
                  law in the event of a Participant's, or any other person's,
                  bankruptcy or insolvency.

         10.05    EMPLOYMENT OR FUTURE ELIGIBILITY TO PARTICIPATE NOT
                  GUARANTEED. Nothing contained in this Plan, nor any action
                  taken hereunder, shall be construed as a contract of
                  employment, or as giving any Eligible Employee any right to be
                  retained in the employ of the Company. Designation as an
                  Eligible Employee may be revoked at any time by the Committee
                  with respect to any Compensation not yet deferred.

         10.06    PROTECTIVE PROVISIONS. A Participant will cooperate with the
                  Company by furnishing any and all information reasonably
                  requested by the Company in order to facilitate the payment of
                  benefits hereunder, including, but not limited to, taking such
                  physical examinations as the Company reasonably may deem
                  necessary (if the Company purchases life insurance to
                  informally fund the Plan) and taking such other relevant
                  action as may be reasonably requested by the Company. If a
                  Participant refuses to cooperate, the Company shall have no
                  further obligation to the Participant under the Plan, except
                  for the distribution to Participant of his or her Deferral
                  Amount.

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Enzon Pharmaceuticals, Inc.            Deferred Compensation Plan For Executives
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         10.07    INDEMNIFICATION. No employee of the Company or member of the
                  Committee shall be liable to any person for any action taken
                  or omitted in connection with the administration of this Plan
                  unless attributable to his or her own fraud or willful
                  misconduct, and the Company agrees to indemnify and to defend
                  to the fullest extent permitted by law any officers or
                  employees who serve on the Committee administering the Plan.
                  This indemnification shall not duplicate, but may supplement
                  any coverage available under any applicable insurance
                  coverage.

         10.08    RECEIPT AND RELEASE. Any payment to any Participant or
                  beneficiary in accordance with the provisions of the Plan
                  shall, to the extent thereof, be in full satisfaction of all
                  claims against Enzon Pharmaceuticals, Inc., the Plan
                  Administrator and the Trustee under the Plan, and the Plan
                  Administrator may require such Participant or Beneficiary, as
                  a condition precedent to such payment, to execute a receipt
                  and release to such effect. If any Participant or Beneficiary
                  is determined by the Committee to be incompetent by reason of
                  physical or mental disability (including minority) to give a
                  valid receipt and release, the Company may cause the payment
                  or payments becoming due to such person to be made to another
                  person for his or her benefit without responsibility on the
                  part of the Company to follow the application of such funds.

         10.08    GENDER, SINGULAR AND PLURAL. All pronouns, and any variations
                  thereof, shall be deemed to refer to the masculine, feminine,
                  or neuter, as the identity of the person(s) or entity(s) may
                  require. As the context may require, the singular may be read
                  as the plural and the plural as the singular.

         10.09    CAPTIONS. The captions to the articles, sections, and
                  paragraphs of this Plan are for convenience only and shall not
                  control or affect the meaning or construction of any of its
                  provisions.

         10.10    APPLICABLE LAW. This Plan shall be governed and construed in
                  accordance with the laws of the State of New Jersey.

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Enzon Pharmaceuticals, Inc.            Deferred Compensation Plan For Executives
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         10.11    VALIDITY. In the event any provision of this Plan is found to
                  be invalid, void, or unenforceable, the same shall not affect,
                  in any respect whatsoever, the validity of any other provision
                  of this Plan.

         10.12    NOTICE. Any notice or filing required or permitted to be given
                  to the Company or the Committee shall be sufficient if in
                  writing and hand delivered, or sent by registered or certified
                  mail, to the principal office of the Company at 685 Route
                  202/206, Bridgewater, NJ 08807, directed to the attention of
                  the Vice President, Human Resources. Such notice shall be
                  deemed given as of the date of delivery or, if delivery is
                  made by mail, as of the date shown on the postmark on the
                  receipt for registration or certification. Any notice to the
                  Participant shall be addressed to the Participant at the
                  Participant's residence address as maintained in the Company's
                  records. Any party may change the address for such party here
                  set forth by giving notice of such change to the other parties
                  pursuant to this Section.

                                      E-27