The purpose of the AstraZeneca Pharmaceuticals LP Restricted Stock Unit Award Plan (the “Plan”) is to provide (i) designated employees of AstraZeneca Pharmaceuticals LP and AstraZeneca LP and any other participating affiliates of AstraZeneca PLC with the opportunity to receive restricted stock unit awards. AstraZeneca Pharmaceuticals LP believes that the Plan will encourage the participants to contribute materially to the growth of AstraZeneca Pharmaceuticals LP, and to assist these employees in acquiring a proprietary interest in the progress and growth of AstraZeneca PLC and AstraZeneca Pharmaceuticals LP. The Plan shall be effective as of January 1, 2007and shall expire at the earliest of: (a) December 31, 2016; or (b) at such time the limit contained in clause 4(a) of the Plan (and subject always to clause 4(c) of the Plan) relating to the total aggregate number of AstraZeneca ADR’s authorized pursuant to the Plan has been met.

(h) “Cause” means a Participant incurs an involuntary termination from employment by the Employer, or resignation in lieu thereof, on account of the Participant’s dishonesty, insubordination, gross mismanagement, deliberate and premeditated acts against the interests of the Employer, gross and repeated violation of the Employer’s policies, procedures, or recognized standard of behavior, misconduct related to the Participant’s employment, or commission of a felony.

(i)

An offeror (either alone or with any party acting in concert with the offeror) obtains Control of AstraZeneca PLC as a result of making an offer to acquire the whole of the issued ordinary share capital of AstraZeneca PLC (or such part of it which is not at the time owned by the offeror and any party acting in concert with the offeror); or

(o) “Eligible Employee” means an employee of the Employer, other than a Secondee, designated by the US CEO at the US CEO’s discretion, subject to the approval of the Board Remuneration Committee. The US CEO (subject to the approval of the Board Remuneration Committee) may prospectively determine that an employee is no longer an Eligible Employee for purposes of the Plan. An Eligible Employee who is transferred to an Affiliate that is not an “Employer” for purposes of the Plan shall continue to be an “Eligible Employee” if any part of his base compensation is paid by the Company.

(p) “Employer” means the Company and any Affiliate which is authorized by the NARC to adopt the Plan and cover its employees and whose designation as such has become effective upon acceptance of such status by the Affiliate. An Affiliate may revoke its acceptance of such designation at any time in accordance with the provisions of the Plan, but until such acceptance has been revoked, all the provisions of the Plan and amendments thereto shall apply to the employees of the Affiliate. In the event the designation is revoked by an Affiliate, the Plan shall be deemed terminated only with respect to such Affiliate. The duties and obligations of the “Employer” as they relate to a particular Participant shall refer to the then specific employer of that Participant and such duties and obligations shall not be imposed on any other entity.

(y) “Secondee” means any employee of the Employer who (i) is a citizen or resident of a foreign country and employed by an Affiliate that is not an “Employer” for purposes of the Plan immediately prior to his assignment commencement date with the Employer; and (ii) is assigned to perform services for the Employer under an agreement that contemplates his return to duty with the Affiliate at the end of the term of the agreement.

(a) Power of Administration Committee. The Administration Committee shall have full power and authority to interpret the Plan, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan and to make any other determinations, including factual determinations, and to take any other such actions as it deems necessary or advisable in carrying out its duties under the Plan. All action taken by the Administration Committee arising out of, or in connection with, the administration of the Plan or any rules adopted thereunder, shall, in each case, lie within its sole discretion, and shall be final, conclusive and binding upon all Participants, all beneficiaries, and all other persons and entities having or claiming an interest in a RSU Award under the Plan.

(c) Indemnification. The Company shall indemnify and hold harmless the US CEO and each member of the Board Remuneration Committee, the NARC, the AZ Compensation and Benefits Committee, and the Administration Committee from any and all claims, losses, damages, expenses (including counsel fees) and liability (including any amounts paid in settlement of any claim or any other matter with the consent of the Company) arising from any act or omission of such member, except when the same is due to gross negligence or willful misconduct.

(d) Discretion. Any decisions, actions or interpretations to be made under the Plan by the Board Remuneration Committee, the NARC, the AZ Compensation and Benefits Committee, the US CEO, or the Administration Committee, acting on behalf of the Company, shall be made in its respective sole discretion, not as a fiduciary and need not be uniformly applied to similarly situated individuals and shall be final, binding and conclusive upon all Participants, all beneficiaries and all other persons and entities having an interest therein. A Participant shall be deemed to have acknowledged that all decisions and determinations of the Company made by the Board Remuneration Committee, the NARC, the AZ Compensation and Benefits Committee, the US CEO, or the Administration Committee, shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under an RSU Award by accepting an RSU Award granted to him under the Plan.

AstraZeneca ADRs purchased by the Company on the open market for purposes of the Plan. If and to the extent that any RSU Awards are forfeited or terminated, the AstraZeneca ADRs reserved for such RSU Awards shall again be available for purposes of the Plan. In addition, any AstraZeneca ADRs delivered to the Company to satisfy the Company’s withholding obligation with respect to a RSU Award, shall also become available for the issuance of RSU Awards under the Plan.

(c) Adjustments. If there is any change in the number or kind of AstraZeneca ADRs outstanding by reason of a stock dividend, spinoff, stock split or reverse stock split, or by reason of a combination, reorganization, recapitalization or reclassification affecting the outstanding AstraZeneca ADRs as a class without the AstraZeneca PLC’s receipt of consideration, the maximum number of AstraZeneca ADRs available for RSU Awards under the Plan, the number of AstraZeneca ADRs covered by outstanding RSU Awards, the kind of AstraZeneca ADRs issued under the Plan and outstanding RSU Awards, shall be equitably adjusted by the US CEO, subject to approval by the NARC, as deemed appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, issued AstraZeneca ADRs to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under RSU Awards; provided, however, that any fractional AstraZeneca ADRs resulting from such adjustment shall be eliminated. In addition, the US CEO, subject to approval by the NARC shall have discretion to make the foregoing equitable adjustments in any circumstances in which an adjustment is not mandated by this subsection (c) or applicable law, including in the event of a Change of Control. Any adjustments to outstanding RSU Awards shall be consistent with section 409A of the Code, to the extent applicable. Any adjustments made pursuant to this Section 4(c) shall be final, binding and conclusive.

(a) General Requirements. Subject to the terms of the Plan, the US CEO (at the US CEO’s discretion and subject to the approval of the Board Remuneration Committee) shall select the Eligible Employees to receive RSU Awards and shall determine the number of RSUs subject to each RSU Award and such other terms and conditions as the US CEO deems appropriate and as are specified in writing in the Award Notification. Each RSU shall represent the right of the Participant to receive an AstraZeneca ADR. All RSU Awards shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan. RSU Awards need not be uniform as among Participants.

(b) Vesting of RSU Awards. Unless the NARC determines otherwise, the RSUs subject to RSU Awards granted under the Plan shall vest (the “Vesting Period”) on the third anniversary of the date the RSU Award is granted (the “Date of Grant”); provided that the Participant is employed by the Employer as of that date. Except as provided below, the unvested portion of an RSU Award shall be forfeited if the Participant ceases to be employed by the Employer before the end of the Vesting Period. Unless the NARC determines otherwise, (i) if the Employer employing a Participant withdraws from the Plan (other than in connection with the Employer ceasing to be an Affiliate as described in (ii)) or (ii) if the Participant’s Employer or business unit ceases to be an Affiliate or part of an Affiliate, as applicable, on account of a sale or other transaction, in each case, the Participant shall become entitled to a pro rated portion

of the Participant’s RSU Award based upon the portion of the Vesting Period during which the Participant was employed. Payment of the Participant’s pro rated award shall be made as soon as reasonably practicable following the withdrawal of the Participant’s Employer or the consummation of the sale or other transaction, as applicable; provided that in no event shall payment be made later than March 15 of the calendar year following the calendar year in which the RSU Award becomes vested

(c) Payment With Respect to RSU Awards. Unless the US CEO determines otherwise, payment with respect to RSU Awards shall be made in AstraZeneca ADRs as and when the RSU Award becomes vested; provided that in no event shall payment be made later than March 15 of the calendar year following the calendar year in which the RSU Award becomes vested.

(d) Requirement of Employment. The US CEO shall specify in the Award Notification under what circumstances a Participant may retain an RSU Award after termination of the Participant’s employment, and the circumstances under which an RSU Award may be forfeited. Unless the US CEO determines otherwise, if during the Vesting Period a Participant terminates employment on account of the Participant’s death, Disability, Involuntary Termination, Retirement, the Participant shall become entitled to a pro rated portion of the Participant’s RSU Award based upon the portion of the Vesting Period during which the Participant was employed. Payment of such pro rated portion shall be made on the same date payment would have otherwise been made had the Participant’s employment not terminated, in accordance with Section 5(c) above; provided that in the event of the Participant’s death, payment shall be made as soon as reasonably practicable following the Participant’s death. Notwithstanding the foregoing, the US CEO may determine that a RSU Award shall be pro rated in any other circumstances that the US CEO deems appropriate.

(e) Dividend Equivalents. A Participant shall have a right to receive Dividend Equivalents equal to the cash dividends, expressed in U.S. dollars, that the Participant would have received if on each dividend record date after the Date of Grant and prior to the Vesting Date, had the Participant been the holder of record of the number of AstraZeneca ADRs represented by the number of RSUs subject to the Participant’s RSU Award. Such Dividend Equivalents shall be distributed in cash at the time the AstraZeneca ADRs under the Participant’s RSU Award are distributed pursuant to Section 5(c).

All RSU Awards granted under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Administration Committee may require that the Participant or other person receiving RSU Awards pay to the Employer the amount of any federal, state or local taxes that the Employer is required to withhold with respect to such RSU Awards, or the Employer may deduct from other wages paid by the Employer the amount of any withholding taxes due with respect to such RSU Awards. In addition, the Administration Committee may permit or require satisfaction of the Employer’s tax withholding obligation with respect to RSU Awards in whatever manner they deem appropriate.

Only the Participant has rights under a RSU Award during the Participant’s lifetime, and a Participant may not transfer those rights except by will or by the laws of descent and distribution. When a Participant dies, the personal representative or other person shall succeed to the rights of the Participant under the Plan. Any such successor must furnish proof satisfactory to the Company of his or her right to receive the RSU Award under the Participant’s will or under the applicable laws of descent and distribution.

In the event of a Change of Control, the US CEO, subject to approval by the NARC, may take any one or more of the following actions with respect to some or all outstanding RSU Awards, without the consent of any Participant: (i) determine that all or a part of the outstanding RSU Awards shall become vested, as of the date of the Change of Control or at such other time as the NARC determines, (ii) determine that RSU Awards that remain outstanding after the Change of Control shall be converted to similar grants of the surviving entity (or a parent or subsidiary of the surviving entity), or (iii) determine that Participants shall receive a payment with respect to all or a part of outstanding RSU Awards in settlement of such RSU Awards (in such amount and form as may be determined by the US CEO, subject to approval by the NARC). Such acceleration, conversion or settlement shall take place as of the date of the Change of Control or such other date as the NARC may specify.

No AstraZeneca ADRs shall be issued in connection with any RSU Award hereunder unless and until all legal requirements applicable to the issuance of such AstraZeneca ADRs have been complied with to the satisfaction of the NARC. The NARC shall have the right to condition any RSU Award made to any Participant hereunder on such Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such AstraZeneca ADRs (including but not limited to any trading restrictions that may apply to a Participant with respect to such AstraZeneca ADRs) as the NARC shall deem necessary or advisable, and certificates representing such AstraZeneca ADRs may be legended to reflect any such restrictions. Certificates representing AstraZeneca ADRs issued under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon. No Participant shall have any right as a shareholder with respect to AstraZeneca ADRs covered by a RSU Award until AstraZeneca ADRs have been issued to the Participant.

The AZ Compensation and Benefits Committee may amend or terminate the Plan at any time, including, but not limited to, amend or terminate the Plan in such manner as it deems appropriate in the event of a change in applicable law or regulations or as may be necessary to comply with United States or United Kingdom securities law requirements. Notwithstanding the foregoing, no amendment will be made under this Section 10 which would adversely and materially affect the outstanding RSU Awards held by a Participant unless it is made with the

Participant’s written consent or with the written consent of a majority of the Participants affected by the amendment. For these purposes, majority may, at the discretion of the AZ Compensation and Benefits Committee, mean the majority by number of Participants or by number of RSUs underlying RSU Awards held by Participants affected by the amendment.

(a) Compliance with Law. The Plan and the obligations of the Company to issue or transfer AstraZeneca ADRs under RSU Awards shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that RSU Awards comply with the requirements of section 409A of the Code. To the extent that any legal requirement of section 16 of the Exchange Act or section 409A of the Code as set forth in the Plan ceases to be required under section 16 of the Exchange Act or section 409A of the Code, that Plan provision shall cease to apply. The NARC may revoke any RSU Award if it is contrary to law or modify a RSU Award to bring it into compliance with any valid and mandatory government regulation.

(c) Designation of Beneficiary. Each Participant may designate a “beneficiary” or “beneficiaries” (which beneficiary may be an entity other than a natural person) to receive any payments that may be made following the Participant’s death. Such designation may be changed or canceled by the Participant at any time without the consent of any such Beneficiary. Any such designation, change or cancellation must be made in a form approved by the Administration Committee and shall not be effective until received by the Administration Committee. If no beneficiary has been named, or the designated beneficiary or beneficiaries shall have predeceased the Participant, the beneficiary shall be the Participant’s estate. If a Participant designates more than one beneficiary, the interests of such beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise.

(d) Funding of the Plan; Limitation on Rights. This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any RSU Awards under this Plan. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or any other person. No Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

(f) No Fractional Shares. No fractional AstraZeneca ADRs shall be issued or delivered under the Plan or any RSU Award. The NARC shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional AstraZeneca ADRs or whether such fractional AstraZeneca ADRs or any rights thereto shall be forfeited or otherwise eliminated.

(g) Employees Subject to Taxation Outside the United States. With respect to Participants who are subject to taxation in countries other than the United States, the US CEO, subject to the approval of the Board Remuneration Committee may grant RSU Awards on such terms and conditions as the US CEO deems appropriate to comply with the laws of the applicable countries, and the US CEO may, subject to the approval of the Board Remuneration Committee, create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws.

(h) Governing Law. The validity, construction, interpretation and effect of the Plan and Award Notifications issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.