Managment Incentive Plan – Abbott Laboratories

1986
ABBOTT LABORATORIES
MANAGEMENT INCENTIVE PLAN
(as amended and restated effective January 1, 2008)

SECTION 1

INTRODUCTION

1.1 BACKGROUND AND PURPOSES. This 1986 ABBOTT LABORATORIES MANAGEMENT
INCENTIVE PLAN (the “Plan”) is a successor Plan to the 1961, 1971 and 1981
Management Incentive Plans (the “Predecessor Plans”). This Plan is being
established by ABBOTT LABORATORIES (“Abbott”) for the following purposes:

(a) To provide greater incentive for
participants in the Plan to attain and maintain the highest standards of
managerial performance by rewarding them for services rendered with
compensation, in addition to their base salaries, in proportion to the success
of Abbott and to the participants’ respective contribution to such success; and

(b) To attract and retain in the employ of
Abbott and its subsidiaries persons of outstanding competence.

1.2 EFFECTIVE DATE AND FISCAL YEAR. The Plan became effective as of
January 1, 1986 and is hereby amended and restated as of January 1, 2008, in
accordance with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended (“Code Section 409A”). The term “fiscal year,” as used in this
Plan, means the fiscal period from time to time employed by Abbott for the
purpose of reporting earnings to shareholders.

1.3 ADMINISTRATION. The Plan will be administered by the Compensation
Committee (the “Committee”) appointed by the Board of Directors of Abbott (the
“Board of Directors”).

1.4 GRANDFATHERED AMOUNTS. Notwithstanding anything in the Plan to
the contrary, any amounts under the Plan that were earned and vested before
January 1, 2005 (as determined in accordance with Code Section 409A) with
respect to participants who retired before January 1, 2005 (“Grandfathered
Amounts”) shall be subject to the terms and conditions of the Plan as
administered and as in effect on December 31, 2004. Amendments made to the Plan
pursuant to this amendment and restatement or otherwise shall not affect the
Grandfathered Amounts unless expressly provided for in the amendment. The terms
and conditions applicable to the Grandfathered Amounts are set forth in
Exhibit A attached hereto.

SECTION 2

ELIGIBILITY AND PARTICIPATION

2.1 PERSONS ELIGIBLE FOR PARTICIPATION. Participation in the Plan
will be limited to those Officers and managerial employees of Abbott and its
subsidiaries who, from time to time, shall be selected as participants by the
Committee.

2.2 PARTICIPANTS. The term “participant,” as used in the Plan, shall
include both active participants and inactive participants.

2.3 ACTIVE PARTICIPANTS. For each fiscal year, there shall be a group
of active participants which, except as provided below, shall not exceed
forty-five persons and shall consist of those persons eligible for participation
who shall have been designated as active participants and notified of that fact
by the Committee. If, as a result of the growth of Abbott and its subsidiaries
or changes in Abbott’s organization, the Board of Directors deems it
appropriate, the Board of Directors may, in its discretion, from time to time,
increase the number of persons who may be designated as active participants for
any fiscal year beyond the limit of forty-five persons provided for above.
Selection as an active participant for any fiscal year shall not confer upon any
person a right to be an active participant in any subsequent fiscal year, nor
shall it confer upon him the right to receive any allocation under the Plan,
other than amounts allocated to him by the Committee pursuant to the Plan, and
all such allocations shall be subject to all of the terms and conditions of the
Plan.

2.4 INACTIVE PARTICIPANTS. Inactive participants shall consist of
those persons, including beneficiaries of deceased participants, if any, for
whom an allocation shall have been made for a prior fiscal year under this Plan
or a Predecessor Plan, the payment of which was deferred and remains unpaid.
Status as an inactive participant shall not preclude a person from also being an
active participant during any fiscal year.

SECTION 3

MANAGEMENT INCENTIVE PLAN FUND

3.1 BASE FOR MANAGEMENT INCENTIVE PLAN FUND. The “base earnings” for
determining whether any portion of consolidated net income for any fiscal year
may be allocated to the Management Incentive Plan Fund for such year shall be
that amount of consolidated net income (as defined in subsection 3.2) which is
equal to 15 percent of the Abbott Common Shareholder’s Equity for such fiscal
year. For this purpose, “Abbott Common Shareholders’ Equity” for any fiscal year
shall mean the Shareholders’ Investment, as reflected in the consolidated
balance sheet of Abbott as of the close of the next preceding fiscal year, plus
or minus such adjustments thereof as may be determined by the Committee in order
to reflect:

(a) The existence, issuance, sale, exchange, conversion or

retirement of any securities, other than common shares, of Abbott (whether
involving preferred stock, debt, convertible preferred stock or convertible debt
securities); and

(b) The issuance or retirement of any common shares or any changes in
accounting methods or period adopted by Abbott since the close of such next
preceding fiscal year.

Any adjustments to be made in accordance with (a) and (b) above in
determining Abbott Common Shareholders’ Equity for any fiscal year shall be
determined by the Committee after consultation with Abbott’s independent
auditors, and any determination made by the Committee after such consultation
shall be conclusive upon all persons.

3.2 CONSOLIDATED NET INCOME. For the purposes of this Plan, for any
fiscal year or period, the “consolidated net income” shall be the consolidated
net income of Abbott and its subsidiaries, prepared in accordance with generally
accepted accounting principles, consistently applied, after provision for any
interest accrued with respect to such period on account of deferred payments
under this Plan or a Predecessor Plan, but before allowances for any amount to
be allocated to the Management Incentive Plan Fund, both net of applicable
income taxes, and after such adjustments for the following, as may be determined
by the Committee after consultation with Abbott’s independent auditors (all net
of applicable income taxes):

(a) The exclusion of any charges for amortization or goodwill
arising out of acquisitions made for securities which, as a result of
adjustments made in determining Abbott Common Shareholders’ Equity pursuant to
subsection 3.1, are treated as common share equivalents; and

(b) The exclusion of any interest on debt securities which are
convertible into common shares of Abbott and which shall have been considered as
common share equivalents in determining Abbott Common Shareholders’ Equity
pursuant to subsection 3.1 hereof; and

(c) The deduction of any dividend requirement for preferred shares
which has not been considered as common share equivalents in determining Common
Shareholders’ Equity pursuant to subsection 3.1 hereof.

In the sole discretion of the Committee there shall also be excluded in the
calculation of “consolidated net income” unusual gains and losses and the tax
effects thereof, changes in generally accepted accounting principles and the tax
effects thereof and extraordinary gains and losses.

3.3 DETERMINATION OF MANAGEMENT INCENTIVE PLAN AMOUNT FOR ANY YEAR.
For each fiscal year that consolidated net income exceeds base earnings, and as
soon as practicable after ascertainment of that fact, the Committee shall
determine a tentative amount as the Management Incentive Plan Amount for that
year, which tentative amount shall not exceed the lesser of:

(a) an amount which, when treated as an expense currently deductible
for income tax purposes in such year, would cause a 5 percent reduction in such
year’s excess of consolidated net income over the base earnings for such year;
and

(b) an amount which, when treated as an expense currently deductible
for income tax purposes in such year, would cause a 1-1/2 percent reduction in
such year’s consolidated net income; and

For purposes of the Plan “base salary” means the amount of salary paid to
each active participant by Abbott and its subsidiaries for such year plus the
includible portion (as described below) of any “Eligible Restricted Stock
Award,” as defined in Section 5-2 of the Abbott Laboratories Supplemental
Pension Plan and does not include bonuses, other awards or any other
compensation of any kind. The includible portion of a participant’s Eligible
Restricted Stock Award shall be the portion of the participant’s Eligible
Restricted Stock Award that is included in the participant’s final earnings
under the Abbott Laboratories Supplemental Pension Plan for such year. Following
determination of such tentative Management Incentive Plan Amount, the Committee
shall report in writing the amount of such tentative amount to the Board of
Directors. At the meeting of the Board of Directors coincident with or next
following receipt by it of the Committee’s determination, the Board of Directors
shall have the power to approve or reduce, but not to increase, the tentative
amount reported to it by the Committee. The amount approved by the Board of
Directors shall be the Management Incentive Plan Amount for such year.

3.4 THE MANAGEMENT INCENTIVE PLAN FUND. The Management Incentive Plan
Fund at any time shall consist of an amount equal to the aggregate of the
Management Incentive Plan Amounts established pursuant to subsection 3.3 of this
Plan for all fiscal years during which this Plan shall have been operative, plus
the amounts established as Management Incentive Plan Amounts for any prior
fiscal year pursuant to a Predecessor Plan, reduced by an amount equal to the
aggregate of the amounts of awards which shall have been allocated to
participants in accordance with this Plan or a Predecessor Plan, and awards, or
any other compensation of any kind.

SECTION 4

ALLOCATION OF MANAGEMENT INCENTIVE FUND

4.1 ANNUAL ALLOCATION OF MANAGEMENT INCENTIVE FUND. As soon as
practicable after the close of each fiscal year, part or all of the amount then
in the Management Incentive Plan Fund (including the Management Incentive Plan
Amount for such fiscal year) will be allocated by the Committee among active
participants in the Plan for such fiscal year, having due regard for the
purposes for which the Plan was established, in the following manner and order:

(a) First, if the Chairman of the Board of Abbott shall be an active
participant for such year, the members of the Committee, other than the Chairman
of the Board, shall determine the amount, if any, to be allocated to the
Chairman of the Board from such Fund for such year; and

(b) Next, all or a part of the balance of such Fund may be allocated
among the active participants (other than the Chairman of the Board) for such
year, in such amounts and proportions as the Committee shall determine provided,
however, that the amount allocated to any active participant for any year shall
not exceed 200 percent of such participant’s base salary for that year.

4.2 COMMITTEE’S DISCRETION IN ALLOCATIONS. In making any allocations
in accordance with subsection 4.1 for any year, the discretion of the Committee
shall be absolute, and no active participants for any year, by reason of their
designation as such, shall be entitled to any particular amounts or any amount
whatsoever.

SECTION 5

PAYMENT OF AMOUNTS ALLOCATED TO PARTICIPANTS

5.1 TIME OF PAYMENT. For fiscal years beginning after December 31,
1988, a participant shall direct the payment or deferral of an allocation made
to him pursuant to subsection 4.1 at the time specified in subsection 5.2
(subject to such conditions relating to the right of the participant to receive
payment of such amount as established by the Committee) by one or more of the
following methods:

(a) current payment in cash to the participant, which payment shall
be made no later than the last day of the “applicable 2 1/2 month period”, as such
term is defined in Treasury Regulation § 1.409A-1(b)(4)(i)(A);

(b) current payment of a portion in cash and deposited to a grantor
trust (the “Grantor Trust”) established by the participant (in a form which the
Committee determines is substantially similar to the trust in Exhibit B) and the
balance paid to the participant approximately equal to the participant’s
aggregate federal, state and local individual income and employment taxes
(determined in accordance with subsection 6.7); provided that all payments or
contributions to the Grantor Trust and participant contemplated by this
subsection 5.1(b) shall be made no later than the last day of the “applicable 2
1/2 month period”, as such term is defined in Treasury Regulation
§ 1.409A-1(b)(4)(i)(A); or

5.2 TIME OF ELECTION.

(a) A participant must make the election
described in subsection 5.1 by filing it with the Committee or its delegate on
or before December 31

of the year prior to the fiscal year during which the incentive compensation
is earned under the Plan.

(b) Notwithstanding the timing requirements
described above, an individual who newly becomes eligible to participate in the
Plan by being designated as a participant under subsection 2.1 (and who was not
eligible to participate in any other plan that would be aggregated with the Plan
under Treasury Regulation §1.409A-1(c)) may make the an initial deferral
election described in subsection 5.1 by filing it with the Committee or its
delegate within the thirty (30) day period immediately following the date he or
she first is designated as participant, provided, that the compensation
deferred pursuant to such election relates solely to services performed after
the date of such election. For this purpose, an election shall be deemed to
apply to compensation paid for services performed after the election if the
election applies to no more than the amount prescribed by Treasury Regulation
§1.409A-2(a)(7)(i).

5.3 SEPARATE ACCOUNTS. The Committee shall establish accounts for
participants who have made elections pursuant to subsection 5.1(b) or 5.1(c) as
follows.

(a) The Committee will maintain a “Deferred Account” in the name of
each participant who has elected to defer payment of all or a portion of his or
her MIP award under subsection 5.1(c). The Deferred Account shall consist of
allocations deferred according to subsection 5.1(c) and any adjustments made in
accordance with subsection 5.4.

(b) The Committee will maintain two separate Accounts, a “Pre-Tax
Account” and an “After-Tax Account”, in the name of each participant who has
elected to have a portion of his or her MIP award deposited in cash to a Grantor
Trust according to subsection 5.1(b). The Pre-Tax Account shall consist of the
aggregate of all allocations contemplated by subsection 5.1(b), whether
deposited to the participant’s Grantor Trust or made in cash to the participant,
and any adjustments made in accordance with subsection 5.5. The After-Tax
Account shall consist of allocations deposited to the participant’s Grantor
Trust in cash according to subsection 5.1(b) and any adjustments made in
accordance with subsection 5.6.

5.4 ADJUSTMENT OF DEFERRED ACCOUNTS. As of the end of each fiscal
year, each participant’s Deferred Account shall be adjusted by the Committee as
follows:

(a) FIRST, reduced by an amount equal to any
distributions made to the participant during that year pursuant to subsections
5.14 or 5.15;

(b) NEXT, increased by an amount equal to the
allocation for that year that is deferred pursuant to subsection 5.1(c); and

5.5 ADJUSTMENT OF PRE-TAX ACCOUNTS. As of the end of each fiscal
year, each participant’s Pre-Tax Account shall be adjusted by the Committee as
follows:

(a) FIRST, reduced, in any year in which the participant is entitled
to receive a distribution from his or her Grantor Trust, by an amount equal to
the distribution that would have been made to the participant if the aggregate
amounts allocated according to subsection 5.1(b) had instead been deferred under
subsection 5.1(c);

(b) NEXT, increased by an amount equal to any allocation for that
year that is paid to the participant (including the amount deposited in the
participant’s Grantor Trust) according to subsection 5.1(b); and

5.6 ADJUSTMENT OF AFTER-TAX ACCOUNTS. As of the end of each fiscal
year, each participant’s After-Tax Account shall be adjusted by the Committee as
follows:

(a) FIRST, reduced, in any year in which the participant is in
receipt of a benefit distribution from his or her Grantor Trust, by an amount
calculated as provided in subsection 5.19 which represents the distribution for
such year;

(b) NEXT, increased by an amount equal to the allocation for that
year that is deposited in the participant’s Grantor Trust according to
subsection 5.1(b); and

5.7 INTEREST ACCRUALS ON ACCOUNTS.

(a) As of the end of each fiscal year, a participant’s Deferred
Account or Pre-Tax Account, as applicable, shall be credited with interest
(“Interest”) at the following rate:

(i) the average of the “prime rate” of
interest published by the Wall Street Journal (Mid-West Edition) or comparable
successor quotation service on the first business day of January and the last
business day of each month of the fiscal year;

(ii) plus two hundred twenty-five (225) basis points.

(b) As of the end of each fiscal year, a participant’s After-Tax Account
shall be credited with the amount of Interest provided above, multiplied by (one
minus the aggregate of the applicable federal, state and local individual income
tax rates and employment tax rate, determined in accordance with subsection 6.7
(the “After-Tax Interest”)).

(c) This Interest and After-Tax Interest, as applicable, shall be credited
on the conditions established by the Committee, provided that any award
allocation shall be considered to have been made and credited to a participant’s
Account as of the first day of the fiscal year in which the award is made.

5.8 GUARANTEED RATE PAYMENTS. In addition to any allocation made to a
participant for any fiscal year in accordance with subsection 5.1(b), Abbott
shall also make a payment to a participant’s Grantor Trust (a “Guaranteed Rate
Payment”) for each year in which the Grantor Trust is in effect. The Guaranteed
Rate Payment shall equal the excess, if any, of the participant’s Net Interest
Accrual (as defined below) over the net earnings of the participant’s Grantor
Trust for the year and shall be paid within the thirty (30) days beginning
April 1 of the following fiscal year. A participant’s Net Interest Accrual for
the year is an amount equal to the After-Tax Interest credited to the
participant’s After-Tax Account for that year in accordance with subsection 5.7.

5.9 GRANTOR TRUST ASSETS. Each participant’s Grantor Trust assets shall be
invested solely in the instruments specified by investment guidelines
established by the Committee. Such investment guidelines, once established, may
be changed by the Committee, provided that any change shall not take effect
until the year following the year in which the change is made and provided
further that the instruments specified shall be consistent with the provisions
of subsection 3(b) of the form of Grantor Trust attached hereto as Exhibit B.

5.10 DESIGNATION OF BENEFICIARIES. Subject to the conditions and
limitations set forth below, each participant, and after a participant’s death,
each primary beneficiary designated by a participant in accordance with the
provisions of this subsection 5.10, shall have the right from time to time to
designate a primary beneficiary or beneficiaries and, successive or contingent
beneficiary or beneficiaries to receive unpaid amounts from the participant’s
Deferred Account under the Plan and the Predecessor Plans. Beneficiaries may be
a natural person or persons or a fiduciary, such as a trustee of a trust or the
legal representative of an estate. Any such designation shall take effect upon
the death of the participant or such beneficiary, as the case may be, or in the
case of any fiduciary beneficiary, upon the termination of all of its duties
(other than the duty to dispose of the right to receive amounts remaining to be
paid under the Plan or a Predecessor Plan). The conditions and limitations
relating to the designation of beneficiaries are as follows:

(a) A nonfiduciary beneficiary shall have the right to designate a
further beneficiary or beneficiaries only if the original participant or the
next preceding

primary beneficiary, as the case may be, shall have expressly so provided in
writing; and

(b) A fiduciary beneficiary shall designate as a further
beneficiary or beneficiaries only those persons or other fiduciaries who are
entitled to receive the amounts payable from the participant’s account under the
trust or estate of which it is a fiduciary.

Any beneficiary designation or grant of any power to any beneficiary under
this subsection may be exercised only by an instrument in writing, executed by
the person making the designation or granting such power and filed with the
Secretary of Abbott during such person’s lifetime or prior to the termination of
a fiduciary’s duties. If a deceased participant or a deceased nonfiduciary
beneficiary who had the right to designate a beneficiary as provided above dies
without having designated a further beneficiary, or if no beneficiary designated
as provided above is living or qualified and acting, the Committee, in its
discretion, may direct distribution of the amount remaining from time to time to
either:

(iii) any one or more or all of the next of kin (including the
surviving spouse) of the participant or the deceased beneficiary, as the case
may be, and in such proportions as the Committee determines; or

(iv) the legal representative of the estate of the deceased
participant or deceased beneficiary as the case may be.

5.11 STATUS OF BENEFICIARIES. Following a participant’s death, the
participant’s beneficiary or beneficiaries will be considered and treated as an
inactive participant for all purposes of this Plan.

5.12 NON-ASSIGNABILITY AND FACILITY OF PAYMENT. Amounts payable to
participants and their beneficiaries under the Plan are not in any way subject
to their debts and other obligations, and may not be voluntarily or
involuntarily sold, transferred or assigned; provided that the preceding
provisions of this subsection shall not be construed as restricting in any way a
designation right granted to a beneficiary pursuant to the terms of subsection
5.10. When a participant or the beneficiary of a participant is under legal
disability, or in the Committee’s opinion is in any way incapacitated so as to
be unable to manage his or her financial affairs, the Committee may direct that
payments shall be made to the participant’s or beneficiary’s legal
representative, or to a relative or friend of the participant or beneficiary for
the benefit of the participant or beneficiary, or the Committee may direct the
payment or distribution for the benefit of the participant or beneficiary in any
manner that the Committee determines.

5.13 PAYER OF AMOUNTS ALLOCATED TO PARTICIPANTS. Any amount allocated
to a participant in the Plan and any interest credited thereto will be

paid by the employer (or such employer’s successor) by whom the participant
was employed during the fiscal year for which any amount was allocated, and for
that purpose, if a participant shall have been employed by two or more employers
during any fiscal year the amount allocated under this Plan for that year shall
be an obligation of each of the respective employers in proportion to the
respective amounts of base salary paid by each of them in that fiscal year.

5.14 MANNER OF PAYMENT OF DEFERRED ACCOUNTS. Subject to subsection
5.15, a participant shall elect to receive payment of his Deferred Account in
substantially equal annual installments over a minimum period of ten years, or a
longer period, at the time of his deferral election under subsection 5.1(c).
Payment of a participant’s Deferred Account shall commence on the first business
day of January of the year following the year in which the participant incurs a
termination of employment.

5.15 PAYMENTS UPON TERMINATION FOLLOWING CHANGE IN CONTROL.
Notwithstanding any other provision of the Plan or the provisions of any award
made under the Plan, if a participant incurs a termination of employment with
Abbott and its subsidiaries for any reason within two (2) years following the
date of a Change in Control, provided that the event constituting a Change in
Control is also a “change in control event”, as such term is defined in Treasury
Regulation § 1.409A-3(i)(5): (a) with respect to a participant whose allocations
under the Plan are deferred in accordance with subsection 5.1(c), the aggregate
unpaid balance of the participant’s Deferred Account shall be paid to such
participant in a lump sum within thirty (30) days following the date of such
termination of employment, and (b) with respect to a participant whose
allocations under the Plan are made pursuant to subsection 5.1(b), (i) the
aggregate of the participant’s unpaid allocation under subsection 5.1(b) (if
any) for the fiscal year in which the termination occurs and (ii) a pro rata
portion of the unpaid Guaranteed Rate Payment under subsection 5.8 attributable
to the portion of the year elapsed prior to the date of termination, shall be
paid to such participant’s Grantor Trust in a lump sum within thirty (30) days
following the date of such termination of employment.

5.16 CHANGE IN CONTROL. A “Change in Control” shall be deemed to have
occurred on the earliest of the following dates:

(a) the date any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of Abbott (not including in the securities
beneficially owned by such Person any securities acquired directly from Abbott
or its Affiliates) representing 20% or more of the combined voting power of
Abbott’s then outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clause (i) of
paragraph (c) below; or

(b) the date the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals who,
on the date hereof, constitute the Board of Directors and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election

contest, including but not limited to a consent solicitation, relating to the
election of directors of Abbott) whose appointment or election by the Board of
Directors or nomination for election by Abbott’s shareholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or

(c) the date on which there is consummated a merger or
consolidation of Abbott or any direct or indirect subsidiary of Abbott with any
other corporation or other entity, other than (i) a merger or consolidation
(A) immediately following which the individuals who comprise the Board of
Directors immediately prior thereto constitute at least a majority of the Board
of Directors of Abbott, the entity surviving such merger or consolidation or, if
Abbott or the entity surviving such merger or consolidation is then a
subsidiary, the ultimate parent thereof and (B) which results in the voting
securities of Abbott outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of Abbott or any subsidiary of
Abbott, at least 50% of the combined voting power of the securities of Abbott or
such surviving entity or any parent thereof outstanding immediately after such
merger or consolidation, or (ii) a merger or consolidation effected to implement
a recapitalization of Abbott (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of Abbott
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from Abbott or its Affiliates) representing 20% or
more of the combined voting power of Abbott’s then outstanding securities; or

(d) the date the shareholders of Abbott approve a plan of complete
liquidation or dissolution of Abbott or there is consummated an agreement for
the sale or disposition by Abbott of all or substantially all of Abbott’s
assets, other than a sale or disposition by Abbott of all or substantially all
of Abbott’s assets to an entity, at least 50% of the combined voting power of
the voting securities of which are owned by shareholders of Abbott, in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of Abbott or any subsidiary of Abbott,
in substantially the same proportions as their ownership of Abbott immediately
prior to such sale.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to
have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of Abbott immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of Abbott
immediately following such transaction or series of transactions.

For purposes of this Plan: “Affiliate” shall have the meaning set forth in
Rule 12b-2 promulgated under Section 12 of the Exchange Act; “Beneficial Owner”
shall have the

meaning set forth in Rule 13d-3 under the Exchange Act; “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended from time to time; and
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) Abbott or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of Abbott or any of
its Affiliates, (iii) an underwriter temporarily holding securities pursuant to
an offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the shareholders of Abbott in substantially the same proportions
as their ownership of stock of Abbott.

5.17 POTENTIAL CHANGE IN CONTROL. A “Potential Change in Control”
shall exist during any period in which the circumstances described in paragraphs
(a), (b), (c) or (d), below, exist (provided, however, that a Potential Change
in Control shall cease to exist not later than the occurrence of a Change in
Control):

(a) Abbott enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control, provided that a Potential
Change in Control described in this paragraph (a) shall cease to exist upon the
expiration or other termination of all such agreements.

(b) Any Person (without regard to the exclusions set forth in
subsections (i) through (iv) of such definition) publicly announces an intention
to take or to consider taking actions the consummation of which would constitute
a Change in Control; provided that a Potential Change in Control described in
this paragraph (b) shall cease to exist upon the withdrawal of such intention,
or upon a determination by the Board of Directors that there is no reasonable
chance that such actions would be consummated.

(c) Any Person becomes the Beneficial Owner, directly or
indirectly, of securities of Abbott representing 10% or more of either the then
outstanding shares of common stock of Abbott or the combined voting power of
Abbott’s then outstanding securities (not including any securities beneficially
owned by such Person which are or were acquired directly from Abbott or its
Affiliates).

(d) The Board of Directors adopts a resolution to the effect that,
for purposes of this Agreement, a Potential Change in Control exists; provided
that a Potential Change in Control described in this paragraph (d) shall cease
to exist upon a determination by the Board of Directors that the reasons that
gave rise to the resolution providing for the existence of a Potential Change in
Control have expired or no longer exist.

5.18 PROHIBITION AGAINST AMENDMENT. The provisions of subsections
5.15, 5.16, 5.17 and this subsection 5.18 may not be amended or deleted, nor
superseded by any other provision of this Plan, (i) during the pendency of a
Potential Change in Control and (ii) during the period beginning on the date of
a Change in Control and ending on the date five (5) years following such Change
in Control.

5.19 ADMINISTRATOR’S CALCULATION OF GRANTOR TRUST DISTRIBUTIONS. The
Administrator shall calculate the amount to be distributed from a participant’s
Grantor Trust in any year in which the participant is entitled to a benefit
distribution by multiplying (i) the amount of the reduction determined in
accordance with subsection 5.5(a), by (ii) a fraction, the numerator of which is
the balance in the participant’s After-Tax Account as of the end of the prior
fiscal year and the denominator of which is the balance of the participant’s
Pre-Tax Account as of that same date.

SECTION 6

MISCELLANEOUS

6.1 RULES. The Committee may establish such rules and regulations as it may
consider necessary or desirable for the effective and efficient administration
of the Plan.

6.2 MANNER OF ACTION BY COMMITTEE. A majority of the members of the
Committee qualified to act on any particular question may act by meeting or by
writing signed without meeting, and may execute any instrument or document
required or delegate to one of its members authority to sign. The Committee from
time to time may delegate the performance of certain ministerial functions in
connection with the Plan, such as the keeping of records, to such person or
persons as the Committee may select. Except as otherwise expressly provided in
the Plan, the costs of administration of the Plan will be paid by Abbott. Any
notice required to be given to, or any document required to be filed with the
Committee, will be properly given or filed if mailed or delivered in writing to
the Secretary of Abbott.

6.3 RELIANCE UPON ADVICE. The Board of Directors and the Committee may rely
upon any information or advice furnished to it by any Officer of Abbott or by
Abbott’s independent auditors, or other consultants, and shall be fully
protected in relying upon such information or advice. No member of the Board of
Directors or the Committee shall be liable for any act or failure to act on
their part, excepting only any acts done or omitted to be done in bad faith, nor
shall they be liable for any act or failure to act of any other member.

6.4 TAXES. Any employer shall be entitled, if necessary or desirable, to
pay, or withhold the amount of any federal, state or local tax, attributable to
any amounts payable by it under the Plan after giving the person entitled to
receive such amount notice as far in advance as practicable, and may require
payment or indemnification from the participant in an amount necessary to
satisfy such taxes prior to remitting such taxes.

6.5 RIGHTS OF PARTICIPANTS. Employment rights of participants with Abbott
and its subsidiaries shall not be enlarged or affected by reason of
establishment of or inclusion as a participant in the Plan. Nothing contained in
the Plan shall require Abbott or any subsidiary to segregate or earmark any
assets, funds or property for the purpose of payment of any amounts which may
have been deferred. The Deferred Account, Pre-Tax Account and After-Tax Account
with respect to any

participant established pursuant to subsection 5.2 are for the convenience of
the administration of the Plan and no trust relationship with respect to such
Accounts is intended or should be implied. Participant’s rights shall be limited
to payment to them at the time or times and in such amounts as are contemplated
by the Plan. Any decision made by the Board of Directors or the Committee, which
is within the sole and uncontrolled discretion of either, shall be conclusive
and binding upon the other and upon all other persons whomsoever.

6.6 TAX GROSS UP. In addition to the allocations provided under subsection
4.1, each participant who has established a Grantor Trust (or, if the
participant is deceased, the beneficiary designated under the participant’s
Grantor Trust) shall be entitled to a Tax Gross Up payment for each year in
which the Grantor Trust is in effect. The “Tax Gross Up” shall equal: (a) the
amount necessary to compensate the participant (or beneficiary) for the net
increase in the participant’s (or beneficiary’s) federal, state and local income
taxes as a result of the inclusion in his or her taxable income of the income of
the participant’s Grantor Trust and any Guaranteed Rate Payment for that year;
plus (b) an amount necessary to compensate the participant (or beneficiary) for
the net increase in the taxes described in (a) above as a result of the
inclusion in his or her taxable income of any payment made pursuant to this
subsection 6.6. Payment of the Tax Gross Up shall be made by the employers (in
such proportions as Abbott shall designate) directly from their general
corporate assets, no later than the end of the calendar year in which the
participant remits the related taxes.

6.7 INCOME TAX ASSUMPTIONS. For purposes of Sections 5 and 6, a
participant’s federal income tax rate shall be deemed to be the highest marginal
rate of federal income individual tax in effect in the calendar year in which a
calculation under those Sections is to be made, and state and local tax rates
shall be deemed to be the highest marginal rates of individual income tax in
effect in the state and locality of the participant’s residence on the date such
a calculation is made, net of any federal tax benefits without a benefit for any
net capital losses. For purposes of Sections 5 and 6, a participant’s employment
tax rate shall be deemed to be the highest marginal rate of Federal Insurance
Contributions Act tax in effect in the calendar year in which a calculation
under that Section is to be made.

6.8 SECTION 409A. To the extent applicable, it is intended that the Plan
comply with the provisions of Code Section 409A. The Plan will be administered
and interpreted in a manner consistent with this intent, and any provision that
would cause the Plan to fail to satisfy Code Section 409A will have no force and
effect until amended to comply therewith (which amendment may be retroactive to
the extent permitted by Code Section 409A). Notwithstanding anything contained
herein to the contrary, for all purposes of the Plan, a participant shall not be
deemed to have had a termination of employment until the participant has
incurred a separation from service as defined in Treasury Regulation
§1.409A-1(h) and, to the extent required to avoid accelerated taxation and/or
tax penalties under Code Section 409A and applicable guidance issued thereunder,
payment of the amounts payable under the Plan that would otherwise be payable
during the six-month period after the date of termination shall instead be paid
on the first business day after the expiration of such six-month period, plus
interest thereon, at a rate equal to the rate specified in subsection 5.7 (to
the extent that such interest is not already provided to the participant under
subsection 5.6), from the respective dates on which such amounts would otherwise
have been paid until the actual date of payment. In

addition, for purposes of the Plan, each amount to be paid and each
installment payment shall be construed as a separate identified payment for
purposes of Code Section 409A.

SECTION 7

AMENDMENT, TERMINATION AND CHANGE OF
CONDITIONS RELATING TO PAYMENTS

7.1 AMENDMENT AND TERMINATION. The Plan will be effective from its
effective date until terminated by the Board of Directors. During the fifth year
after the Plan’s effective date and during every fifth year thereafter, the
Committee may recommend to the Board of Directors whether the Plan should be
amended or terminated. The Board of Directors reserves the right to amend the
Plan from time to time and to terminate the Plan at any time, except that no
such amendment or any termination of the Plan shall reduce any fixed or
contingent obligations which shall have arisen under the Plan prior to the date
of such amendment or termination, or change the terms and conditions of payment
of any allocation theretofore made without the consent of the participant
concerned.

7.2 CHANGE OF CONDITIONS RELATING TO PAYMENTS. No change to the time or
payment or the time of commencement of payment and any period over which payment
shall be made shall be effected except in strict compliance with the subsequent
election requirements of Treasury Regulation § 1.409A-2(b) to the extent subject
thereto.

Exhibit A

1986

ABBOTT LABORATORIES

MANAGEMENT INCENTIVE PLAN

[The 1986 Abbott Laboratories Management Incentive Plan, as amended, as filed
as Exhibit 10.5 to the Abbott Laboratories Quarterly Report for the quarter
ended June 30, 2003 on Form 10-Q.]

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