{"id":38142,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/401-k-supplemental-plan-abbott-laboratories.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"401-k-supplemental-plan-abbott-laboratories","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/401-k-supplemental-plan-abbott-laboratories.html","title":{"rendered":"401(k) Supplemental Plan – Abbott Laboratories"},"content":{"rendered":"

ABBOTT LABORATORIES 401(K) SUPPLEMENTAL PLAN<\/strong>\n<\/p>\n

\n

SECTION 1<\/p>\n

INTRODUCTION<\/p>\n

\n

1-1. PURPOSE. This Abbott Laboratories 401(k) Supplemental Plan
\n(the “Plan”) is being established by Abbott Laboratories (“Abbott”) to provide
\neligible management employees of Abbott an opportunity to accumulate capital for
\ntheir retirement or other termination of employment in excess of the
\ncontributions allowed under the Abbott Laboratories Stock Retirement Plan
\n(“Stock Plan”).<\/p>\n<\/p>\n

1-2. EFFECTIVE DATE; GRANDFATHERED AMOUNTS. The Plan became
\neffective as of October 1, 1993 and is hereby amended and restated, effective as
\nof January 1, 2008, in accordance with the requirements of Section 409A (“Code
\nSection 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).
\nNotwithstanding anything in the Plan to the contrary, any amounts under the Plan
\nthat were earned and vested before January 1, 2005 (as determined in accordance
\nwith Code Section 409A) with respect to participants who retired before
\nJanuary 1, 2005 (“Grandfathered Amounts”) shall be subject to the terms and
\nconditions of the Plan as administered and as in effect on December 31, 2004,
\nprovided that the provisions of the Plan, as amended effective December 9, 2005
\nin accordance with Code Section 409A, shall also apply to Grandfathered
\nAmounts. Except as expressly provided above or elsewhere herein, amendments
\nmade to the Plan pursuant to this amendment and restatement or otherwise shall
\nnot affect the Grandfathered Amounts. The terms and conditions applicable to
\nthe Grandfathered Amounts are set forth in Exhibit A attached hereto.<\/p>\n<\/p>\n

1-3. ADMINISTRATION. The Plan shall be administered by the
\nCompensation Committee (the “Committee”) appointed by the Board of Directors of
\nAbbott (the “Board of Directors”).<\/p>\n<\/p>\n

SECTION 2<\/p>\n

ELIGIBILITY AND PARTICIPATION<\/p>\n

\n

2-1. PERSONS ELIGIBLE TO PARTICIPATE. Participation in the Plan
\nshall be limited to employees who are serving as corporate officers of Abbott as
\nof October 1, 1993 or who become corporate officers thereafter. The term
\n“corporate officer” for purposes of the Plan shall mean an individual elected an
\nofficer of Abbott by its Board of Directors (or designated as such for purposes
\nof the Plan by the Committee), but shall not include assistant officers. In the
\nevent an employee should cease to be a corporate officer of Abbott due to
\ndemotion or otherwise while remaining in the employ of Abbott, (a) such
\nemployee’s elective deferral in effect for such year shall remain irrevocable,
\n(b) Abbott’s matching contributions under Section 4 shall immediately cease and
\n(c) such employee shall no longer be eligible to participate in the Plan as of
\nthe end of such calendar year. In the event an employee should cease to be a
\ncorporate officer of Abbott due to termination of employment, such employee
\nshall cease to be eligible to<\/p>\n

\n

\n

<\/p>\n

participate in the Plan and any contributions then being made on behalf of
\nsuch employee shall immediately cease.<\/p>\n<\/p>\n

2-2. PARTICIPANT. An eligible employee may elect to participate in
\nthe Plan by electing to have contributions made on the employee’s behalf as
\nprovided in Section 5.<\/p>\n<\/p>\n

SECTION 3<\/p>\n

EMPLOYEE CONTRIBUTIONS<\/p>\n

\n

3-1. ALLOWABLE CONTRIBUTIONS. An eligible employee may elect to
\nhave his employer make “pre-tax contributions” on his behalf in an amount not
\ngreater than 18% in total of his compensation in any calendar year for services
\nrendered to his employer. A pre-tax contribution made by an employer on behalf
\nof a participant shall reduce the participant’s compensation at the time of
\npayment of such compensation. Each election hereunder shall be in writing, and
\nshall be in multiples of 1% of compensation.<\/p>\n<\/p>\n

3-2. COMPENSATION. A participant’s “compensation” shall have the
\nsame meaning as that term is used in subsection 7-2 of the Stock Plan.<\/p>\n<\/p>\n

3-3. MAXIMUM EMPLOYEE CONTRIBUTIONS. Notwithstanding subsection
\n3-1, in no event shall the sum of:<\/p>\n<\/p>\n

(a) the participant’s total contributions, pre-tax contributions,
\nsupplemental deposits and supplemental pre-tax contributions made under the
\nStock Plan; plus<\/p>\n<\/p>\n

(b) the participant’s total pre-tax contributions made under the
\nPlan;<\/p>\n<\/p>\n

for any calendar year, exceed 18% of the employee’s compensation for such
\nyear. In the event the limitation described in this subsection 3-3 would be
\nexceeded for any participant, the participant’s pre-tax contributions made under
\nthis Plan shall be reduced until the limit is not exceeded.<\/p>\n<\/p>\n

3-4. CHANGE IN STOCK PLAN. Notwithstanding anything to the contrary
\ncontained in Sections 3-1 and 3-3 above, no action or inaction by an employee
\nunder the Stock Plan may result in a change in amounts contributed to the Plan
\nin excess of the limit with respect to elective deferrals under
\nSection 402(g)(1)(A), (B) and (C) of the Code in effect for the year in which
\nthe action or inaction occurs.<\/p>\n<\/p>\n

SECTION 4<\/p>\n

EMPLOYER CONTRIBUTIONS<\/p>\n

\n

For the calendar year ending December 31, 1993, and for each subsequent
\ncalendar year, Abbott shall make a contribution on behalf of each participant in
\nthe Plan who makes pre-tax contributions (“basic contributions”) under the Plan
\nduring such year at the rate of two percent (2%) of compensation in excess of,
\nfor calendar year 1993, Two Hundred Thousand Dollars ($200,000), and for
\ncalendar years subsequent to 1993, the limit in effect for such year under Code
\nSection 40l(a)(17). Such employer contribution shall be in an amount equal to
\nthe contribution the participant would have received under subsection 8-3 of the
\nStock Plan with<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

respect to such basic contributions had such basic contributions been made
\nunder subsection 7-1 of the Stock Plan.<\/p>\n<\/p>\n

To the extent applicable, a contribution made by a participant under
\nsubsection 5-4 shall be considered a basic contribution for purposes of this
\nSection 4 to the extent it includes contributions at the rate of two percent
\n(2%) of compensation for 1993 in excess of Two Hundred Thousand Dollars
\n($200,000).<\/p>\n<\/p>\n

SECTION 5<\/p>\n

ELECTIONS<\/p>\n

\n

5-1. ANNUAL ELECTIONS REQUIRED. Except as provided in Section 5-3,
\na participant shall elect to make pre-tax contributions with respect to
\ncompensation earned in any calendar year on or prior to December 31st of the
\nprior calendar year. Each such election shall be in writing, shall be filed
\nwith the Committee, shall be effective only for the calendar year for which made
\nand shall be irrevocable. An employee who fails to make a timely election under
\nthis subsection 5-1 for a calendar year may not contribute to the Plan during
\nthe following year.<\/p>\n<\/p>\n

5-2. [Section intentionally omitted.]<\/p>\n<\/p>\n

5-3. NEWLY ELIGIBLE AND NEWLY HIRED EMPLOYEES. A newly hired
\ncorporate officer described in Section 2-1 shall become eligible to participate
\nin the Plan on the first day of the month next following the month after the
\nindividual’s date of hire; provided<\/u>, that in no event may such individual
\nbegin to participate in the Plan later than 90 days following his or her date of
\nhire. An eligible employee described in the preceding sentence (who was not
\neligible to participate in any other plan that would be aggregated with the Plan
\nunder Treasury Regulation \u00a71.409A-1(c)) shall make the election described in
\nSection 5-1 within thirty (30) days of the date on which he first becomes
\neligible under the Plan. Any such election shall become effective for
\ncompensation earned no earlier than the first payroll period commencing after
\nreceipt of the election by the Committee and shall be irrevocable for the
\nremainder of the calendar year. Any other newly eligible employee shall make
\nthe election described in Section 5-1 no later than December 31st of the year in
\nwhich such employee first becomes eligible under the Plan. Any such election
\nshall become effective for compensation earned in the calendar year following
\nthe year in which the election is made.<\/p>\n<\/p>\n

5-4. SPECIAL CONTRIBUTION FOR 1993. Employees who are serving as
\ncorporate officers of Abbott and who have established “Grantor Trusts” under the
\n1986 Abbott Laboratories Management Incentive Plan (“MIP”) as of October 1,
\n1993, may elect to make a lump-sum contribution based on compensation earned
\nduring the period of January 1, 1993 through September 30, 1993 (the “Make-Up
\nPeriod”) by filing an election with the Administrator and tendering payment in
\ncash to such Grantor Trust of the amount of the contribution, not later than
\nOctober 31, 1993. Any such contribution shall not exceed the maximum
\ncontribution allowed under subsection 3-3 based on the employee’s Stock Plan
\ncontributions made, and compensation earned, during the Make-Up Period.<\/p>\n<\/p>\n

5-5. GRANTOR TRUST ELECTION. At the time of the annual elections
\ndescribed in subsection 5-1, each participant may elect to have his pre-tax and
\nemployer contributions for the following year deposited in a “Grantor Trust”
\nestablished by the participant under the<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

circumstances and on the terms described in subsection 6-1, rather than defer
\nsuch contributions under subsection 5-1. Any such election shall be irrevocable
\nand shall apply to all pre-tax contributions made during, and employer
\ncontributions made for, such calendar year on behalf of such participant. If
\nthe participant fails to make an election under this subsection 5-5, the
\nparticipant’s pre-tax contributions made during, and employer contribution made
\nfor, such calendar year shall be retained by Abbott and shall not be deposited
\nin a Grantor Trust in the future. In no event shall such contributions be paid
\nto the Grantor Trust later than the last day of the “applicable 2 1\/2 month
\nperiod”, as such term is defined in Treasury Regulation \u00a7 1.409A-1(b)(4)(i)(A).\n<\/p>\n<\/p>\n

SECTION 6<\/p>\n

FUNDING EMPLOYER AND EMPLOYEE CONTRIBUTIONS<\/p>\n

\n

6-1. CONTRIBUTIONS TO BE DEPOSITED IN GRANTOR TRUSTS. Each
\nparticipant’s pre-tax contributions and employer contributions which the
\nparticipant has filed an election under subsection 5-5 shall be deposited in a
\n“Grantor Trust” established by the participant, as described in subsection 6-3,
\nprovided such trust is in a form which the Committee determines is substantially
\nsimilar to the trust attached to this Plan as Exhibit B.<\/p>\n<\/p>\n

6-2. CONTRIBUTIONS TO BE RETAINED BY ABBOTT. Each participant’s
\npre-tax contributions and employer contributions for which the participant has
\nnot filed an election under subsection 5-5 shall be retained by Abbott and
\ncredited to a Deferred Account established under subsection 7-1.<\/p>\n<\/p>\n

6-3. AFTER ESTABLISHMENT OF GRANTOR TRUST. After a Grantor Trust
\nhas been established by a participant under subsection 6-1, all pre-tax
\ncontributions and employer contributions made thereafter for which the
\nparticipant has filed an election under subsection 5-5, shall be deposited in
\nsuch Grantor Trust (less the aggregate federal, state and local individual
\nincome and employment taxes (determined under subsection 8-5) attributable to
\nsuch contributions). Such deposits shall be made as soon as practicable after
\nthe last complete payroll period of the calendar quarter in which the
\ncontributions are made. The appropriate aggregate federal, state and local
\nindividual income and employment taxes attributable to the contributions shall
\nbe paid directly to the participant. In no event shall such contributions be
\npaid to the Grantor Trust or the participant later than the last day of the
\n“applicable 2 1\/2 month period”, as such term is defined in Treasury Regulation \u00a7
\n1.409A-1(b)(4)(i)(A).<\/p>\n<\/p>\n

6-4. [Section intentionally omitted.]<\/p>\n<\/p>\n

6-5. ELIMINATION OF GRANTOR TRUST FUNDING THRESHOLD.
\nNotwithstanding anything contained in the Plan to the contrary, effective as of
\nJanuary 1, 2005, the Grantor Trust established by the participant shall be
\nfunded in accordance with the requirements of Section 409A of the Internal
\nRevenue Code of 1986, as amended.<\/p>\n<\/p>\n

6-6. UTILIZATION OF TRANSITION RELIEF UNDER SECTION 409A OF THE
\nCODE. Notwithstanding anything contained in the Plan to the contrary, pursuant
\nto Q&A-20 of Internal Revenue Service Notice 2005-1 (the “Notice”), Abbott
\nshall cause the amount of all pre-tax and employer contributions and all
\nassociated earnings, including guaranteed rate payments, for the periods ended
\non or prior to December 31, 2005 for each participant who has made a<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

Grantor Trust election under subsection 5-5, to the extent not previously
\ncontributed to a Grantor Trust established by the participant, to be deposited
\nin such Grantor Trust on or prior to December 31, 2005. Such contribution is
\nintended to result in a partial termination of participation in the Plan as
\npermitted by the Notice. Each participant who has established a Grantor Trust
\nand who receives such contribution shall include the full amount of such Grantor
\nTrust contribution in the participant’s income in 2005.<\/p>\n<\/p>\n

SECTION 7<\/p>\n

ACCOUNTING<\/p>\n

\n

7-1. SEPARATE ACCOUNTS. The Committee shall establish accounts for
\nparticipants who have made elections pursuant to subsection 5-1 or 5-5 as
\nfollows:<\/p>\n<\/p>\n

(a) The Committee shall maintain a “Deferred Account” in the name
\nof each participant who has elected to defer payment of all or a portion of his
\nor her pre-tax contributions under subsection 5-1. The Deferred Account shall
\nbe comprised of any pre-tax contributions made on behalf of the participant
\nunder subsection 3-1 and any other allocations made on behalf of the participant
\nunder Section 4, in each case, for which the participant has not made an
\nelection under subsection 5-5, and any adjustments made pursuant to subsection
\n7-2.<\/p>\n<\/p>\n

(b) The Committee shall maintain two separate Accounts, a “Pre-Tax
\nAccount” and an “After-Tax Account”, in the name of each participant who has
\ndeclined to defer allocations by electing to have a portion of his or her
\npre-tax and employer contributions deposited in cash to a Grantor Trust
\naccording to subsection 5-5. The Pre-Tax Account shall consist of the aggregate
\nof all pre-tax contributions contemplated by subsection 3-1, whether deposited
\nto the participant’s Grantor Trust or made in cash to the participant, and any
\nadjustments in accordance with subsection 7-3. The After-Tax Account shall
\nconsist of employer contributions deposited to the participant’s Grantor Trust
\nin cash according to subsection 5-5 and any adjustments made in accordance with
\nsubsection 7-4.<\/p>\n<\/p>\n

7-2. ADJUSTMENT OF DEFERRED ACCOUNTS. No later than as of the end
\nof each calendar year, each participant’s Deferred Account shall be adjusted by
\nthe Committee as follows:<\/p>\n<\/p>\n

(a) FIRST, reduced by an amount equal to any distribution made to
\nthe participant during that year pursuant to subsections 7-11 or 7-12;<\/p>\n<\/p>\n

(b) NEXT, increased by an amount equal to any pre-tax contributions
\nand employer contributions made on behalf of such participant for that year for
\nwhich the participant has not made an election under subsection 5-5; and<\/p>\n<\/p>\n

(c) FINALLY, increased by an amount equal to the Interest earned
\nfor that year pursuant to subsection 7-5.<\/p>\n<\/p>\n

7-3. ADJUSTMENT OF PRE-TAX ACCOUNTS. No later than as of the end of
\neach calendar year, each participant’s Pre-Tax Account shall be adjusted by the
\nCommittee as follows:<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

(a) FIRST, reduced, in any year in which the participant is
\nentitled to receive a distribution from his or her Grantor Trust, by an amount
\nequal to the distribution that would have been made to the participant if the
\naggregate amounts allocated according to subsection 5-5 had instead been
\ndeferred under subsection 5-1;<\/p>\n<\/p>\n

(b) NEXT, increased by an amount equal to any pre-tax contributions
\nand employer contributions made on behalf of the participant for that year that
\nare paid to the participant (including any contributions paid to the
\nparticipant’s Grantor Trust) according to subsection 5-5;<\/p>\n<\/p>\n

(c) FINALLY, increased by an amount equal to the Interest earned
\nfor that year pursuant to subsection 7-5.<\/p>\n<\/p>\n

7-4. ADJUSTMENT OF AFTER-TAX ACCOUNTS. No later than as of the end
\nof each calendar year, each participant’s After-Tax Account shall be adjusted by
\nthe Committee as follows:<\/p>\n<\/p>\n

(a) FIRST, reduced, in any year in which the participant is in
\nreceipt of a benefit distribution from his or her Grantor Trust, by an amount
\ncalculated as provided by subsection 7-16 which represents the distribution for
\nsuch year;<\/p>\n<\/p>\n

(b) NEXT, increased by an amount equal to any pre-tax contributions
\nand employer contributions made on behalf of the participant for that year that
\nare deposited in the participant’s Grantor Trust according to subsection 5-5;\n<\/p>\n<\/p>\n

(c) FINALLY, increased by an amount equal to the After-Tax Interest
\nearned for that year pursuant to subsection 7-5.<\/p>\n<\/p>\n

7-5. INTEREST ACCRUALS ON ACCOUNTS.<\/p>\n<\/p>\n

(a) No later than as of the end of each calendar year, a
\nparticipant’s Deferred Account or Pre-Tax Account, as applicable, shall be
\ncredited with interest (“Interest”) at the following rate:<\/p>\n<\/p>\n

(i) the average of the “prime rate” of interest published by the Wall
\nStreet Journal (Mid-West Edition) or comparable successor quotation service on
\nthe first business day of January and the last business day of each month of the
\ncalendar year; plus<\/p>\n<\/p>\n

(ii) two hundred twenty-five (225) basis points.<\/p>\n<\/p>\n

(b) No later than as of the end of each calendar year, a
\nparticipant’s After-Tax Account shall be credited with the amount of Interest
\nset forth above, multiplied by (one minus the aggregate of the applicable
\nfederal, state and local individual income tax rates and employment tax rate,
\ndetermined in accordance with subsection 8-5 (the “After-Tax Interest”)).<\/p>\n<\/p>\n

(c) The Interest and After-Tax Interest, as applicable, shall be
\ncredited on the conditions established by the Committee.<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

7-6. GUARANTEED RATE PAYMENTS. In addition to any employer
\ncontribution made on behalf of a participant for any calendar year pursuant to
\nsection 4, Abbott shall also make a payment to a participant’s Grantor Trust (a
\n“Guaranteed Rate Payment”) for each year in which the Grantor Trust is in
\neffect. The Guaranteed Payment shall equal the excess, if any, of the
\nparticipant’s “Net Interest Accrual” (as defined below) over the net earnings of
\nthe participant’s Grantor Trust for the year, and shall be paid within the
\nthirty (30) days beginning April 1 of the following calendar year. A
\nparticipant’s Net Interest Accrual for a year is an amount equal to: the
\nAfter-Tax Interest credited to the participant’s After-Tax Account for that year
\nin accordance with subsection 7-5.<\/p>\n<\/p>\n

7-7. GRANTOR TRUST ASSETS. Each participant’s Grantor Trust assets
\nshall be invested solely in the instruments specified by investment guidelines
\nestablished by the Committee. Such investment guidelines, once established, may
\nbe changed by the Committee, provided that any change shall not take effect
\nuntil the year following the year in which the change is made and provided
\nfurther that the instruments specified shall be consistent with the provisions
\nof Section 3(b) of the form of Grantor Trust attached hereto as Exhibit B.<\/p>\n<\/p>\n

7-8. DESIGNATION OF BENEFICIARIES. Subject to the conditions and
\nlimitations set forth below, each participant, and after a participant’s death,
\neach primary beneficiary designated by a participant in accordance with the
\nprovisions of this subsection 7-6, shall have the right from time to time to
\ndesignate a primary beneficiary or beneficiaries and, successive or contingent
\nbeneficiary or beneficiaries to receive unpaid amounts from the participant’s
\nDeferred Account under the Plan. Beneficiaries may be a natural person or
\npersons or a fiduciary, such as a trustee of a trust or the legal representative
\nof an estate. Any such designation shall take effect upon the death of the
\nparticipant or such beneficiary, as the case may be, or in the case of any
\nfiduciary beneficiary, upon the termination of all of its duties (other than the
\nduty to dispose of the right to receive amounts remaining to be paid under the
\nPlan). The conditions and limitations relating to the designation of
\nbeneficiaries are as follows:<\/p>\n<\/p>\n

(a) A nonfiduciary beneficiary shall have the right to designate a
\nfurther beneficiary or beneficiaries only if the original participant or the
\nnext preceding primary beneficiary, as the case may be, shall have expressly so
\nprovided in writing; and<\/p>\n<\/p>\n

(b) A fiduciary beneficiary shall designate as a further
\nbeneficiary or beneficiaries only those persons or other fiduciaries who are
\nentitled to receive the amounts payable from the participant’s account under the
\ntrust or estate of which it is a fiduciary.<\/p>\n<\/p>\n

Any beneficiary designation or grant of any power to any beneficiary under
\nthis subsection may be exercised only by an instrument in writing, executed by
\nthe person making the designation or granting such power and filed with the
\nSecretary of Abbott during such person’s lifetime or prior to the termination of
\na fiduciary’s duties. If a deceased participant or a deceased nonfiduciary
\nbeneficiary who had the right to designate a beneficiary as provided above dies
\nwithout having designated a further beneficiary, or if no beneficiary designated
\nas provided above is living or qualified and acting, the Committee, in its
\ndiscretion, may direct distribution of the amount remaining from time to time to
\neither:<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

(i) any one or more or all of the next of kin (including the surviving
\nspouse) of the participant or the deceased beneficiary, as the case may be, and
\nin such proportions as the Committee determines; or<\/p>\n<\/p>\n

(ii) the legal representative of the estate of the deceased participant or
\ndeceased beneficiary as the case may be.<\/p>\n<\/p>\n

7-9. NON-ASSIGNABILITY AND FACILITY OF PAYMENT. Amounts payable to
\nparticipants and their beneficiaries under the Plan are not in any way subject
\nto their debts and other obligations, and may not be voluntarily or
\ninvoluntarily sold, transferred or assigned; provided that the preceding
\nprovisions of this section shall not be construed as restricting in any way a
\ndesignation right granted to a beneficiary pursuant to the terms of subsection
\n7-6. When a participant or the beneficiary of a participant is under legal
\ndisability, or in the Committee’s opinion is in any way incapacitated so as to
\nbe unable to manage his or her financial affairs, the Committee may direct that
\npayments shall be made to the participant’s or beneficiary’s legal
\nrepresentative, or to a relative or friend of the participant or beneficiary for
\nthe benefit of the participant or beneficiary, or the Committee may direct the
\npayment or distribution for the benefit of the participant or beneficiary in any
\nmanner that the Committee determines.<\/p>\n<\/p>\n

7-10. PAYER OF AMOUNTS ALLOCATED TO PARTICIPANTS. Any employer
\ncontribution made on behalf of a participant in the Plan and any interest
\ncredited with respect thereto will be paid by the employer (or such employer’s
\nsuccessor) by whom the participant was employed during the calendar year for
\nwhich any amount was contributed, and for that purpose, if a participant shall
\nhave been employed by two or more employers during any calendar year the amount
\nallocated under this Plan for that year shall be an obligation of each of the
\nrespective employers in proportion to the respective amounts of compensation
\npaid by each of them in that calendar year.<\/p>\n<\/p>\n

7-11. MANNER OF PAYMENT OF DEFERRED ACCOUNTS. Subject to subsection
\n7-12, a participant shall elect to receive payment of his Deferred Account in
\nsubstantially equal annual installments over a minimum period of ten years, or a
\nlonger period, at the time of his election for such calendar year under
\nsubsection 5-1. Payment of a participant’s Deferred Account shall commence on
\nthe first business day of January of the year following the year in which the
\nparticipant incurs a termination of employment.<\/p>\n<\/p>\n

7-12. PAYMENT UPON TERMINATION FOLLOWING CHANGE IN CONTROL.
\nNotwithstanding any other provision of the Plan, if a participant incurs a
\ntermination of employment with Abbott and its subsidiaries for any reason within
\ntwo (2) years following the date of a Change in Control, provided that the event
\nconstituting a Change in Control is also a “change in control event”, as such
\nterm is defined in Treasury Regulation \u00a7 1.409A-3(i)(5): (a) with respect to a
\nparticipant whose contributions under the Plan are deferred in accordance with
\nsubsection 5-1, the aggregate unpaid balance of the participant’s Deferred
\nAccount shall be paid to such participant in a lump sum within thirty (30) days
\nfollowing the date of such termination of employment, and (b) with respect to a
\nparticipant whose contributions under the Plan are made pursuant to subsection
\n5-5, (i) the aggregate of the participant’s unpaid contributions under
\nsubsection 5-5 (if any) for the fiscal year in which the termination occurs and
\n(ii) a pro rata portion of the unpaid Guaranteed Rate Payment under subsection
\n7-6 attributable to the portion of the year elapsed prior to the date of
\ntermination, shall be paid to such participant’s Grantor<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

Trust in a lump sum within thirty (30) days following the date of such
\ntermination of employment.<\/p>\n<\/p>\n

7-13. CHANGE IN CONTROL. A “Change in Control” shall be deemed to
\nhave occurred on the earliest of the following dates:<\/p>\n<\/p>\n

(a) the date any Person is or becomes the Beneficial Owner,
\ndirectly or indirectly, of securities of Abbott (not including in the securities
\nbeneficially owned by such Person any securities acquired directly from Abbott
\nor its Affiliates) representing 20% or more of the combined voting power of
\nAbbott’s then outstanding securities, excluding any Person who becomes such a
\nBeneficial Owner in connection with a transaction described in clause (i) of
\nparagraph (c) below; or<\/p>\n<\/p>\n

(b) the date the following individuals cease for any reason to
\nconstitute a majority of the number of directors then serving: individuals who,
\non the date hereof, constitute the Board of Directors and any new director
\n(other than a director whose initial assumption of office is in connection with
\nan actual or threatened election contest, including but not limited to a consent
\nsolicitation, relating to the election of directors of Abbott) whose appointment
\nor election by the Board of Directors or nomination for election by Abbott’s
\nshareholders was approved or recommended by a vote of at least two-thirds (2\/3)
\nof the directors then still in office who either were directors on the date
\nhereof or whose appointment, election or nomination for election was previously
\nso approved or recommended; or<\/p>\n<\/p>\n

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

(d) the date the shareholders of Abbott approve a plan of complete
\nliquidation or dissolution of Abbott or there is consummated an agreement for
\nthe sale or<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

disposition by Abbott of all or substantially all of Abbott’s assets, other
\nthan a sale or disposition by Abbott of all or substantially all of Abbott’s
\nassets to an entity, at least 50% of the combined voting power of the voting
\nsecurities of which are owned by shareholders of Abbott, in combination with the
\nownership of any trustee or other fiduciary holding securities under an employee
\nbenefit plan of Abbott or any subsidiary of Abbott, in substantially the same
\nproportions as their ownership of Abbott immediately prior to such sale.<\/p>\n<\/p>\n

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to
\nhave occurred by virtue of the consummation of any transaction or series of
\nintegrated transactions immediately following which the record holders of the
\ncommon stock of Abbott immediately prior to such transaction or series of
\ntransactions continue to have substantially the same proportionate ownership in
\nan entity which owns all or substantially all of the assets of Abbott
\nimmediately following such transaction or series of transactions.<\/p>\n<\/p>\n

For purposes of this Plan: “Affiliate” shall have the meaning set forth in
\nRule 12b-2 promulgated under Section 12 of the Exchange Act; “Beneficial Owner”
\nshall have the meaning set forth in Rule 13d-3 under the Exchange Act; “Exchange
\nAct” shall mean the Securities Exchange Act of 1934, as amended from time to
\ntime; and “Person” shall have the meaning given in Section 3(a)(9) of the
\nExchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
\nthat such term shall not include (i) Abbott or any of its subsidiaries, (ii) a
\ntrustee or other fiduciary holding securities under an employee benefit plan of
\nAbbott or any of its Affiliates, (iii) an underwriter temporarily holding
\nsecurities pursuant to an offering of such securities, or (iv) a corporation
\nowned, directly or indirectly, by the shareholders of Abbott in substantially
\nthe same proportions as their ownership of stock of Abbott.<\/p>\n<\/p>\n

7-14. POTENTIAL CHANGE IN CONTROL. A “Potential Change in Control”
\nshall exist during any period in which the circumstances described in paragraphs
\n(a), (b), (c) or (d), below, exist (provided, however, that a Potential Change
\nin Control shall cease to exist not later than the occurrence of a Change in
\nControl):<\/p>\n<\/p>\n

(a) Abbott enters into an agreement, the consummation of which
\nwould result in the occurrence of a Change in Control, provided that a Potential
\nChange in Control described in this paragraph (a) shall cease to exist upon the
\nexpiration or other termination of all such agreements.<\/p>\n<\/p>\n

(b) Any Person (without regard to the exclusions set forth in
\nsubsections (i) through (iv) of such definition) publicly announces an intention
\nto take or to consider taking actions the consummation of which would constitute
\na Change in Control; provided that a Potential Change in Control described in
\nthis paragraph (b) shall cease to exist upon the withdrawal of such intention,
\nor upon a determination by the Board of Directors that there is no reasonable
\nchance that such actions would be consummated.<\/p>\n<\/p>\n

10<\/p>\n

\n

(c) Any Person becomes the Beneficial Owner, directly or
\nindirectly, of securities of Abbott representing 10% or more of either the then
\noutstanding shares of common stock of Abbott or the combined voting power of
\nAbbott’s then outstanding securities (not including any securities beneficially
\nowned by such Person which are or were acquired directly from Abbott or its
\nAffiliates).<\/p>\n<\/p>\n

(d) The Board of Directors adopts a resolution to the effect that,
\nfor purposes of this Agreement, a Potential Change in Control exists; provided
\nthat a Potential Change in Control described in this paragraph (d) shall cease
\nto exist upon a determination by the Board of Directors that the reasons that
\ngave rise to the resolution providing for the existence of a Potential Change in
\nControl have expired or no longer exist.<\/p>\n<\/p>\n

7-15. PROHIBITION AGAINST AMENDMENT. The provisions of subsections
\n7-12, 7-13, 7-14 and this subsection 7-15 may not be amended or deleted, nor
\nsuperseded by any other provision of this Plan, (i) during the pendency of a
\nPotential Change in Control and (ii) during the period beginning on the date of
\na Change in Control and ending on the date five (5) years following such Change
\nin Control.<\/p>\n<\/p>\n

7-16. ADMINISTRATOR’S CALCULATION OF GRANTOR TRUST DISTRIBUTIONS. The
\nAdministrator shall calculate the amount to be distributed from a participant’s
\nGrantor Trust in any year in which the participant is entitled to a benefit
\ndistribution by multiplying (i) the amount of the reduction determined in
\naccordance with subsection 7-3(a), by (ii) a fraction, the numerator of which is
\nthe balance in the participant’s After-Tax Account as of the end of the prior
\ncalendar year and the denominator of which is the balance of the participant’s
\nPre-Tax Account as of that same date.<\/p>\n<\/p>\n

SECTION 8
\nMISCELLANEOUS<\/p>\n<\/p>\n

8-1. RULES. The Committee may establish such rules and regulations
\nas it may consider necessary or desirable for the effective and efficient
\nadministration of the Plan.<\/p>\n<\/p>\n

8-2. TAXES. Any employer shall be entitled, if necessary or
\ndesirable, to pay, or withhold the amount of any federal, state or local tax,
\nattributable to any amounts payable by it under the Plan after giving the person
\nentitled to receive such amount notice as far in advance as practicable, and may
\nrequire payment from the participant in an amount necessary to satisfy such
\ntaxes prior to remitting such taxes.<\/p>\n<\/p>\n

8-3. RIGHTS OF PARTICIPANTS. Employment rights of participants with
\nAbbott and its subsidiaries shall not be enlarged or affected by reason of
\nestablishment of or inclusion as a participant in the Plan. Nothing contained in
\nthe Plan shall require Abbott or any subsidiary to segregate or earmark any
\nassets, funds or property for the purpose of payment of any amounts which may
\nhave been deferred. The Deferred, Pre-Tax and After-Tax Accounts established
\npursuant to subsection 7-1 are for the convenience of the administration of the
\nPlan and no trust relationship with respect to such Accounts is intended or
\nshould be implied. Participant’s rights shall be limited to payment to them at
\nthe time or times and in such amounts as are contemplated<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

\n

by the Plan. Any decision made by the Committee which is within his sole and
\nuncontrolled discretion, shall be conclusive and binding upon all persons
\nwhomsoever.<\/p>\n<\/p>\n

8-4. TAX GROSS UP. In addition to the employer contribution
\nprovided under Section 4, each participant who has established a Grantor Trust
\n(or, if the participant is deceased, the beneficiary designated under the
\nparticipant’s Grantor Trust) shall be entitled to a Tax Gross Up payment for
\neach year in which the Grantor Trust is in effect. Payment of the Tax Gross Up
\n(as defined below) shall be made by the employers (in such proportions as Abbott
\nshall designate) directly from their general corporate assets, no later than the
\nend of the calendar year in which the participant remits the related taxes. The
\n“Tax Gross Up” shall equal:<\/p>\n<\/p>\n

(a) the amount necessary to compensate the participant (or
\nbeneficiary) for the net increase in the participant’s (or beneficiary’s)
\nfederal, state and local income taxes as a result of the inclusion in his
\ntaxable income of the income of the participant’s Grantor Trust and any
\nGuaranteed Rate Payment for that year; plus<\/p>\n<\/p>\n

(b) an amount necessary to compensate the participant (or
\nbeneficiary) for the net increase in the taxes described in (a) above as a
\nresult of the inclusion in his taxable income of any payment made pursuant to
\nthis subsection 8-4.<\/p>\n<\/p>\n

8-5. INCOME TAX ASSUMPTIONS. For purposes of Sections 7 and 8, a
\nparticipant’s federal income tax rate shall be deemed to be the highest marginal
\nrate of federal individual income tax in effect in the calendar year in which a
\ncalculation under those Sections is to be made, and state and local tax rates
\nshall be deemed to be the highest marginal rates of individual income tax in
\neffect in the state and locality of the participant’s residence on the date such
\na calculation is made, net of any federal tax benefits without a benefit for any
\nnet capital losses. For purposes of Sections 7 and 8, a participant’s employment
\ntax rate shall be deemed to be the highest marginal rate of Federal Insurance
\nContributions Act tax in effect in the calendar year in which a calculation
\nunder those sections is to be made.<\/p>\n<\/p>\n

8-6. GENDER. For purposes of the Plan, words in the masculine
\ngender shall include the feminine and neuter genders, the singular shall include
\nthe plural and the plural shall include the singular.<\/p>\n<\/p>\n

8-7. MANNER OF ACTION BY COMMITTEE. A majority of the members of
\nthe Committee qualified to act on any particular question may act by meeting or
\nby writing signed without meeting, and may execute any instrument or document
\nrequired or delegate to one of its members authority to sign. The Committee
\nfrom time to time may delegate the performance of certain ministerial functions
\nin connection with the Plan, such as the keeping of records, to such person or
\npersons as the Committee may select. Except as otherwise expressly provided in
\nthe Plan, the costs of administration of the Plan will be paid by Abbott. Any
\nnotice required to be given to, or any document required to be filed with the
\nCommittee, will be properly given or filed if mailed or delivered in writing to
\nthe Secretary of Abbott.<\/p>\n<\/p>\n

8-8. RELIANCE UPON ADVICE. The Board of Directors and the Committee
\nmay rely upon any information or advice furnished to it by any Officer of Abbott
\nor by Abbott’s independent auditors, or other consultants, and shall be fully
\nprotected in relying upon such information or advice. No member of the Board of
\nDirectors or the Committee shall be liable for any act or failure to act on
\ntheir part, excepting only any acts done or omitted to be done in bad faith, nor
\nshall they be liable for any act or failure to act of any other member.<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

\n

8-9. CHANGE OF CONDITIONS RELATING TO PAYMENTS. No change to the
\ntime of payment or the time of commencement of payment and any period over which
\npayment shall be made shall be effected except in strict compliance with the
\nsubsequent election requirements of Treasury Regulation \u00a7 1.409A-2(b), to the
\nextent subject thereto.<\/p>\n<\/p>\n

8-10. SECTION 409A. To the extent applicable, it is intended that the
\nPlan comply with the provisions of Code Section 409A. The Plan will be
\nadministered and interpreted in a manner consistent with this intent, and any
\nprovision that would cause the Plan to fail to satisfy Code Section 409A will
\nhave no force and effect until amended to comply therewith (which amendment may
\nbe retroactive to the extent permitted by Code Section 409A). Notwithstanding
\nanything contained herein to the contrary, for all purposes of the Plan, a
\nparticipant shall not be deemed to have had a termination of employment until
\nthe participant has incurred a separation from service as defined in Treasury
\nRegulation \u00a71.409A-1(h) and, to the extent required to avoid accelerated
\ntaxation and\/or tax penalties under Code Section 409A and applicable guidance
\nissued thereunder, payment of the amounts payable under the Plan that would
\notherwise be payable during the six-month period after the date of termination
\nshall instead be paid on the first business day after the expiration of such
\nsix-month period, plus interest thereon, at a rate equal to the rate of Interest
\nprovided in subsection 7-5(a) (to the extent that such interest is not already
\nprovided to the participant under subsection 7-6), from the respective dates on
\nwhich such amounts would otherwise have been paid until the actual date of
\npayment. In addition, for purposes of the Plan, each amount to be paid and each
\ninstallment payment shall be construed as a separate identified payment for
\npurposes of Code Section 409A.<\/p>\n<\/p>\n

SECTION 9
\nAMENDMENT, TERMINATION AND CHANGE OF
\nCONDITIONS RELATING TO PAYMENTS<\/p>\n<\/p>\n

The Plan will be effective from its effective date until terminated by the
\nBoard of Directors. The Board of Directors reserves the right to amend the Plan
\nfrom time to time and to terminate the Plan at any time. No such amendment or
\nany termination of the Plan shall reduce any fixed or contingent obligations
\nwhich shall have arisen under the Plan prior to the date of such amendment or
\ntermination.<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

\n

EXHIBIT A<\/strong><\/p>\n<\/p>\n

ABBOTT LABORATORIES 401(k) SUPPLEMENTAL PLAN<\/strong>\n<\/p>\n<\/p>\n

[Abbott Laboratories 401(k) Supplemental Plan, as amended, as filed as
\nExhibit 10.1 to the Abbott Laboratories Current Report on Form 8-K dated
\nDecember 9, 2005.]<\/p>\n<\/p>\n

\n

<\/p>\n

\n

EXHIBIT B<\/strong><\/p>\n

\n

IRREVOCABLE GRANTOR TRUST AGREEMENT<\/strong><\/p>\n<\/p>\n

THIS AGREEMENT, made this day of , ,
\nby and between of , Illinois
\n(the “grantor”), and The Northern Trust Company located at Chicago, Illinois, as
\ntrustee (the “trustee”),<\/p>\n<\/p>\n

WITNESSETH THAT:<\/p>\n<\/p>\n

WHEREAS, the grantor desires to establish and maintain a trust to hold
\ncertain benefits received by the grantor under the Abbott Laboratories
\n40l(k) Supplemental Plan, as it may be amended from time to time;<\/p>\n<\/p>\n

NOW, THEREFORE, IT IS AGREED as follows:<\/p>\n<\/p>\n

ARTICLE I
\nINTRODUCTION<\/p>\n<\/p>\n

I-1. NAME. This agreement and the trust hereby evidenced (the
\n“trust”) may be referred to as the “________ Grantor Trust”.<\/p>\n<\/p>\n

I-2. THE TRUST FUND. The “trust fund” as at any date means all
\nproperty then held by the trustee under this agreement.<\/p>\n<\/p>\n

I-3. STATUS OF THE TRUST. The trust shall be irrevocable. The trust
\nis intended to constitute a grantor trust under Sections 671-678 of the Internal
\nRevenue Code, as amended, and shall be construed accordingly.<\/p>\n<\/p>\n

I-4. THE ADMINISTRATOR. Abbott Laboratories (“Abbott”) shall act as
\nthe “administrator” of the trust, and as such shall have certain powers, rights
\nand duties under this agreement as described below. Abbott will certify to the
\ntrustee from time to time the person or persons authorized to act on behalf of
\nAbbott as the administrator. The trustee may rely on the latest certificate
\nreceived without further inquiry or verification.<\/p>\n<\/p>\n

I-5. ACCEPTANCE. The trustee accepts the duties and obligations of
\nthe “trustee” hereunder, agrees to accept funds delivered to it by the grantor
\nor the administrator, and agrees to hold such funds (and any proceeds from the
\ninvestment of such funds) in trust in accordance with this agreement.<\/p>\n<\/p>\n

ARTICLE II
\nDISTRIBUTION OF THE TRUST FUND<\/p>\n<\/p>\n

II-1. DEFERRED ACCOUNT. The administrator shall maintain a “deferred
\naccount” under the trust. As of the end of each calendar year, the administrator
\nshall charge the deferred account with all distributions made from such account
\nduring that year; and credit such account with income and realized gains and
\ncharge such account with expenses and realized losses for the year.<\/p>\n

\n

\n

<\/p>\n

\n

II-2. DISTRIBUTIONS FROM THE DEFERRED ACCOUNT PRIOR TO THE GRANTOR’S
\nDEATH. Principal and accumulated income credited to the deferred account shall
\nnot be distributed from the trust prior to the grantor’s retirement or other
\ntermination of employment with Abbott or a subsidiary of Abbott (the grantor’s
\n“settlement date”); provided that, each year the administrator may direct the
\ntrustee to distribute to the grantor a portion of the income of the deferred
\naccount for that year, with the balance of such income to be accumulated in that
\naccount. The administrator shall inform the trustee of the grantor’s settlement
\ndate. Thereafter, the trustee shall distribute the amounts from time to time
\ncredited to the deferred account to the grantor, if then living, either in a
\nlump-sum payable as soon as practicable following the settlement date, or in a
\nseries of annual installments, with the amount of each installment computed by
\none of the following methods:<\/p>\n<\/p>\n

(a) The amount of each installment shall be
\nequal to the sum of: (i) the amount credited to the deferred account as of the
\nend of the year in which the grantor’s settlement date occurs, divided by the
\nnumber of years over which installments are to be distributed; plus (ii) the net
\nearnings credited to the deferred account for the preceding year (excluding the
\nyear in which the grantor’s settlement date occurs).<\/p>\n<\/p>\n

(b) The amount of each installment shall be
\ndetermined by dividing the amount credited to the deferred account as of the end
\nof the preceding year by the difference between (i) the total number of years
\nover which installments are to be distributed, and (ii) the number of annual
\ninstallment distributions previously made from the deferred account.<\/p>\n<\/p>\n

(c) Each installment (after the first
\ninstallment) shall be approximately equal, with the amount comprised of the sum
\nof: (i) the amount of the first installment, plus interest thereon at the rate
\ndetermined under the Abbott Laboratories 401(k) Supplemental Plan, compounded
\nannually; and (ii) the net earnings credited to the deferred account for the
\npreceding year.<\/p>\n<\/p>\n

Notwithstanding the foregoing, the final installment distribution made to the
\ngrantor under this paragraph II-3 shall equal the total principal and
\naccumulated income then held in the trust fund. The grantor, by writing filed
\nwith the trustee and the administrator on or before the end of the calendar year
\nin which the grantor’s settlement date occurs, may select either the lump-sum or
\nan installment payment method and, if an installment method is selected, may
\nselect both the period (which may not be less than ten years from the end of the
\ncalendar year in which the grantor’s settlement date occurred) over which the
\ninstallment distributions are to be made and the method of computing the amount
\nof each installment. In the absence of such a written direction by the grantor,
\ninstallment distributions shall be made over a period of ten years, and the
\namount of each installment shall be computed by using the method described in
\nsubparagraph (a) next above. Installment distributions under this Paragraph
\nII-2 shall be made as of January 1 of each year, beginning with the calendar
\nyear following the year in which the grantor’s settlement date occurs. The
\nadministrator shall inform the trustee of the amount of each installment
\ndistribution under this paragraph II-2, and the trustee shall be fully protected
\nin relying on such information received from the administrator.<\/p>\n<\/p>\n

2<\/p>\n

\n

<\/p>\n

\n

II-3. DISTRIBUTIONS AFTER THE GRANTOR’S DEATH. The grantor, from
\ntime to time may name any person or persons (who may be named contingently or
\nsuccessively and who may be natural persons or fiduciaries) to whom the
\nprincipal of the trust fund and all accrued or undistributed income thereof
\nshall be distributed in a lump sum or, if the beneficiary is the grantor’s
\nspouse (or a trust for which the grantor’s spouse is the sole income
\nbeneficiary), in installments, as directed by the grantor, upon the grantor’s
\ndeath. If the grantor directs an installment method of distribution to the
\nspouse as beneficiary, any amounts remaining at the death of the spouse
\nbeneficiary shall be distributed in a lump sum to the executor or administrator
\nof the spouse beneficiary’s estate. If the grantor directs an installment
\nmethod of distribution to a trust for which the grantor’s spouse is the sole
\nincome beneficiary, any amounts remaining at the death of the spouse shall be
\ndistributed in a lump sum to such trust. Despite the foregoing, if (i) the
\nbeneficiary is a trust for which the grantor’s spouse is the sole income
\nbeneficiary, (ii) payments are being made pursuant to this paragraph II-3 other
\nthan in a lump sum and (iii) income earned by the trust fund for the year
\nexceeds the amount of the annual installment payment, then such trust may elect
\nto withdraw such excess income by written notice to the trustee. Each
\ndesignation shall revoke all prior designations, shall be in writing and shall
\nbe effective only when filed by the grantor with the administrator during the
\ngrantor’s lifetime. If the grantor fails to direct a method of distribution,
\nthe distribution shall be made in a lump sum. If the grantor fails to designate
\na beneficiary as provided above, then on the grantor’s death, the trustee shall
\ndistribute the balance of the trust fund in a lump sum to the executor or
\nadministrator of the grantor’s estate.<\/p>\n<\/p>\n

II-4. FACILITY OF PAYMENT. When a person entitled to a distribution
\nhereunder is under legal disability, or, in the trustee’s opinion, is in any way
\nincapacitated so as to be unable to manage his or her financial affairs, the
\ntrustee may make such distribution to such person’s legal representative, or to
\na relative or friend of such person for such person’s benefit. Any distribution
\nmade in accordance with the preceding sentence shall be a full and complete
\ndischarge of any liability for such distribution hereunder.<\/p>\n<\/p>\n

II-5. PERPETUITIES. Notwithstanding any other provisions of this
\nagreement, on the day next preceding the end of 21 years after the death of the
\nlast to die of the grantor and the grantor’s descendants living on the date of
\nthis instrument, the trustee shall immediately distribute any remaining balance
\nin the trust to the beneficiaries then entitled to distributions hereunder.<\/p>\n<\/p>\n

ARTICLE III
\nMANAGEMENT OF THE TRUST FUND<\/p>\n<\/p>\n

III-1. GENERAL POWERS. The trustee shall, with respect to the trust
\nfund, have the following powers, rights and duties in addition to those provided
\nelsewhere in this agreement or by law:<\/p>\n<\/p>\n

(a) Subject to the limitations of subparagraph (b) next below, to
\nsell, contract to sell, purchase, grant or exercise options to purchase, and
\notherwise deal with all assets of the trust fund, in such way, for such
\nconsiderations, and on such terms and conditions as the trustee decides.<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

(b) To retain in cash such amounts as the trustee considers
\nadvisable; and to invest and reinvest the balance of the trust fund, without
\ndistinction between principal and income, in obligations of the United States
\nGovernment and its agencies or which are backed by the full faith and credit of
\nthe United States Government or in any mutual fund, common trust fund or
\ncollective investment fund which invests solely in such obligations; and any
\nsuch investment made or retained by the trustee in good faith shall be proper
\ndespite any resulting risk or lack of diversification or marketability.<\/p>\n<\/p>\n

(c) To deposit cash in any depositary (including the banking
\ndepartment of the bank acting as trustee) without liability for interest, and to
\ninvest cash in savings accounts or time certificates of deposit bearing a
\nreasonable rate of interest in any such depositary.<\/p>\n<\/p>\n

(d) To invest, subject to the limitations of subparagraph
\n(b) above, in any common or commingled trust fund or funds maintained or
\nadministered by the trustee solely for the investment of trust funds.<\/p>\n<\/p>\n

(e) To borrow from anyone, with the administrator’s approval, such
\nsum or sums from time to time as the trustee considers desirable to carry out
\nthis trust, and to mortgage or pledge all or part of the trust fund as security.\n<\/p>\n<\/p>\n

(f) To retain any funds or property subject to any dispute without
\nliability for interest and to decline to make payment or delivery thereof until
\nfinal adjudication by a court of competent jurisdiction or until an appropriate
\nrelease is obtained.<\/p>\n<\/p>\n

(g) To begin, maintain or defend any litigation necessary in
\nconnection with the administration of this trust, except that the trustee shall
\nnot be obliged or required to do so unless indemnified to the trustee’s
\nsatisfaction.<\/p>\n<\/p>\n

(h) To compromise, contest, settle or abandon claims or demands.\n<\/p>\n<\/p>\n

(i) To give proxies to vote stocks and other voting securities, to
\njoin in or oppose (alone or jointly with others) voting trusts, mergers,
\nconsolidations, foreclosures, reorganizations, liquidations, or other changes in
\nthe financial structure of any corporation, and to exercise or sell stock
\nsubscription or conversion rights.<\/p>\n<\/p>\n

(j) To hold securities or other property in the name of a nominee,
\nin a depositary, or in any other way, with or without disclosing the trust
\nrelationship.<\/p>\n<\/p>\n

(k) To divide or distribute the trust fund in undivided interests
\nor wholly or partly in kind.<\/p>\n<\/p>\n

(l) To pay any tax imposed on or with respect to the trust; to
\ndefer making payment of any such tax if it is indemnified to its satisfaction in
\nthe premises; and to require before making any payment such release or other
\ndocument from any lawful taxing authority and such indemnity from the intended
\npayee as the trustee considers necessary for its protection.<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

(m) To deal without restriction with the legal representative of the
\ngrantor’s estate or the trustee or other legal representative of any trust
\ncreated by the grantor or a trust or estate in which a beneficiary has an
\ninterest, even though the trustee, individually, shall be acting in such other
\ncapacity, without liability for any loss that may result.<\/p>\n<\/p>\n

(n) To appoint or remove by written instrument any bank or
\ncorporation qualified to act as successor trustee, wherever located, as special
\ntrustee as to part or all of the trust fund, including property as to which the
\ntrustee does not act, and such special trustee, except as specifically limited
\nor provided by this or the appointing instrument, shall have all of the rights,
\ntitles, powers, duties, discretions and immunities of the trustee, without
\nliability for any action taken or omitted to be taken under this or the
\nappointing instrument.<\/p>\n<\/p>\n

(o) To appoint or remove by written instrument any bank, wherever
\nlocated, as custodian of part or all of the trust fund, and each such custodian
\nshall have such rights, powers, duties and discretions as are delegated to it by
\nthe trustee.<\/p>\n<\/p>\n

(p) To employ agents, attorneys, accountants or other persons, and
\nto delegate to them such powers as the trustee considers desirable, and the
\ntrustee shall be protected in acting or refraining from acting on the advice of
\npersons so employed without court action.<\/p>\n<\/p>\n

(q) To perform any and all other acts which in the trustee’s
\njudgment are appropriate for the proper management, investment and distribution
\nof the trust fund.<\/p>\n

\n

III-2. PRINCIPAL AND INCOME. Any income earned on the trust fund
\nwhich is not distributed as provided in Article II shall be accumulated and from
\ntime to time added to the principal of the trust. The grantor’s interest in the
\ntrust shall include all assets or other property held by the trustee hereunder,
\nincluding principal and accumulated income.<\/p>\n<\/p>\n

III-3. STATEMENTS. The trustee shall prepare and deliver monthly to
\nthe administrator and annually to the grantor, if then living, otherwise to each
\nbeneficiary then entitled to distributions under this agreement, a statement (or
\nseries of statements) setting forth (or which taken together set forth) all
\ninvestments, receipts, disbursements and other transactions effected by the
\ntrustee during the reporting period; and showing the trust fund and the value
\nthereof at the end of such period.<\/p>\n<\/p>\n

III-4. COMPENSATION AND EXPENSES. All reasonable costs, charges and
\nexpenses incurred in the administration of this trust, including compensation to
\nthe trustee, any compensation to agents, attorneys, accountants and other
\npersons employed by the trustee, and expenses incurred in connection with the
\nsale, investment and reinvestment of the trust fund shall be paid from the trust
\nfund.<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

ARTICLE IV
\nGENERAL PROVISIONS<\/p>\n<\/p>\n

IV-1. INTERESTS NOT TRANSFERABLE. The interests of the grantor or
\nother persons entitled to distributions hereunder are not subject to their debts
\nor other obligations and may not be voluntarily or involuntarily sold,
\ntransferred, alienated, assigned or encumbered.<\/p>\n<\/p>\n

IV-2. DISAGREEMENT AS TO ACTS. If there is a disagreement between the
\ntrustee and anyone as to any act or transaction reported in any accounting, the
\ntrustee shall have the right to a settlement of its account by any proper court.\n<\/p>\n<\/p>\n

IV-3. TRUSTEE’S OBLIGATIONS. No power, duty or responsibility is
\nimposed on the trustee except as set forth in this agreement. The trustee is
\nnot obliged to determine whether funds delivered to or distributions from the
\ntrust are proper under the trust, or whether any tax is due or payable as a
\nresult of any such delivery or distribution. The trustee shall be protected in
\nmaking any distribution from the trust as directed pursuant to Article II
\nwithout inquiring as to whether the distributee is entitled thereto; and the
\ntrustee shall not be liable for any distribution made in good faith without
\nwritten notice or knowledge that the distribution is not proper under the terms
\nof this agreement.<\/p>\n<\/p>\n

IV-4. GOOD FAITH ACTIONS. The trustee’s exercise or non-exercise of
\nits powers and discretions in good faith shall be conclusive on all persons. No
\none shall be obliged to see to the application of any money paid or property
\ndelivered to the trustee. The certificate of the trustee that it is acting
\naccording to this agreement will fully protect all persons dealing with the
\ntrustee.<\/p>\n<\/p>\n

IV-5. WAIVER OF NOTICE. Any notice required under this agreement may
\nbe waived by the person entitled to such notice.<\/p>\n<\/p>\n

IV-6. CONTROLLING LAW. The laws of the State of Illinois shall govern
\nthe interpretation and validity of the provisions of this agreement and all
\nquestions relating to the management, administration, investment and
\ndistribution of the trust hereby created.<\/p>\n<\/p>\n

IV-7. SUCCESSORS. This agreement shall be binding on all persons
\nentitled to distributions hereunder and their respective heirs and legal
\nrepresentatives, and on the trustee and its successors.<\/p>\n<\/p>\n

ARTICLE V
\nCHANGES IN TRUSTEE<\/p>\n<\/p>\n

V-1. RESIGNATION OR REMOVAL OF TRUSTEE. The trustee may resign at
\nany time by giving thirty days’ advance written notice to the administrator and
\nthe grantor. The administrator may remove a trustee by written notice to the
\ntrustee and the grantor.<\/p>\n<\/p>\n

V-2. APPOINTMENT OF SUCCESSOR TRUSTEE. The administrator shall fill
\nany vacancy in the office of trustee as soon as practicable by written notice to
\nthe successor trustee; and shall give prompt written notice thereof to the
\ngrantor, if then living, otherwise to each beneficiary then entitled to payments
\nor distributions under this agreement. A successor trustee shall be a bank (as
\ndefined in Section 581 of the Internal Revenue Code, as amended).<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

\n

V-3. DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR
\nTRUSTEE. A trustee that resigns or is removed shall furnish promptly to the
\nadministrator and the successor trustee an account of its administration of the
\ntrust from the date of its last account. Each successor trustee shall succeed to
\nthe title to the trust fund vested in its predecessor without the signing or
\nfiling of any instrument, but each predecessor trustee shall execute all
\ndocuments and do all acts necessary to vest such title of record in the
\nsuccessor trustee. Each successor trustee shall have all the powers conferred
\nby this agreement as if originally named trustee. No successor trustee shall be
\npersonally liable for any act or failure to act of a predecessor trustee. With
\nthe approval of the administrator, a successor trustee may accept the account
\nfurnished and the property delivered by a predecessor trustee without incurring
\nany liability for so doing, and such acceptance will be complete discharge to
\nthe predecessor trustee.<\/p>\n<\/p>\n

ARTICLE VI
\nAMENDMENT AND TERMINATION<\/p>\n<\/p>\n

VI-1. AMENDMENT. With the consent of the
\nadministrator, this trust may be amended from time to time by the grantor, if
\nthen living, otherwise by a majority of the beneficiaries then entitled to
\npayments or distributions hereunder, except as follows:<\/p>\n<\/p>\n

(a) The duties and liabilities of the
\ntrustee cannot be changed substantially without its consent.<\/p>\n<\/p>\n

(b) This trust may not be amended so as to
\nmake the trust revocable.<\/p>\n<\/p>\n

VI-2. TERMINATION. This trust shall not terminate, and
\nall rights, titles, powers, duties, discretions and immunities imposed on or
\nreserved to the trustee, the administrator, the grantor and the beneficiaries
\nshall continue in effect, until all assets of the trust have been distributed by
\nthe trustee as provided in Article II.<\/p>\n<\/p>\n

* * *<\/p>\n

\n

IN WITNESS WHEREOF, the grantor and the trustee have executed this agreement
\nas of the day and year first above written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Grantor<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

The Northern Trust Company, as Trustee<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

By<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

Its<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

7<\/p>\n

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