{"id":40139,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-employee-director-s-fee-plan-abbott-laboratories.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-employee-director-s-fee-plan-abbott-laboratories","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-employee-director-s-fee-plan-abbott-laboratories.html","title":{"rendered":"Non-Employee Director’s Fee Plan – Abbott Laboratories"},"content":{"rendered":"

ABBOTT LABORATORIES NON-EMPLOYEE DIRECTORS’ FEE PLAN<\/strong><\/p>\n<\/p>\n

SECTION 1.<\/p>\n

PURPOSE<\/p>\n

\n

ABBOTT LABORATORIES NON-EMPLOYEE DIRECTORS’ FEE PLAN – referred to below as
\nthe “Plan” – has been established by ABBOTT LABORATORIES – referred to below as
\nthe “Company” – to attract and retain as members of its Board of Directors
\npersons who are not full-time employees of the Company or any of its
\nsubsidiaries but whose business experience and judgment are a valuable asset to
\nthe Company and its subsidiaries.<\/p>\n<\/p>\n

SECTION 2.
\nDIRECTORS COVERED<\/p>\n

\n

As used in the Plan, the term “Director” means any person who is elected to
\nthe Board of Directors of the Company in April, 1962 or at any time thereafter,
\nand is not a full-time employee of the Company or any of its subsidiaries.<\/p>\n<\/p>\n

SECTION 3.
\n FEES PAYABLE TO DIRECTORS<\/p>\n

\n

3.1 Each Director shall be entitled to a deferred monthly fee of
\nEight Thousand Dollars ($8,000.00) for each calendar month or portion thereof
\n(excluding the month in which he is first elected a Director) that he holds such
\noffice with the Company.<\/p>\n<\/p>\n

3.2 A Director who serves as Chairman of the Executive Committee of
\nthe Board of Directors shall be entitled to a deferred monthly fee of One
\nThousand Six Hundred Dollars ($1,600.00) for each calendar month or portion
\nthereof (excluding the month in which he is first elected to such position) that
\nhe holds such position.<\/p>\n<\/p>\n

3.3 Audit Committee Fees<\/p>\n<\/p>\n

(a) A Director who serves as Chairman of the
\nAudit Committee of the Board of Directors shall be entitled to a deferred
\nmonthly fee of One Thousand Five Hundred Dollars ($1,500.00) for each calendar
\nmonth or portion thereof (excluding the month in which he is first elected to
\nsuch position) that he holds such position.<\/p>\n<\/p>\n

(b) Each Director who serves on the Audit
\nCommittee of the Board of Directors (other than the Chairman of the Audit
\nCommittee) shall be entitled to a deferred monthly fee of Five Hundred Dollars
\n($500.00) for each calendar month or portion thereof (excluding the month in
\nwhich he is first elected to such position) that he holds such position.<\/p>\n<\/p>\n

\n

<\/p>\n

\n

3.4 A Director who serves as Chairman of the Compensation Committee
\nof the Board of Directors shall be entitled to a deferred monthly fee of One
\nThousand Dollars ($1,000.00) for each calendar month or portion thereof
\n(excluding the month in which he is first elected to such position) that he
\nholds such position.<\/p>\n<\/p>\n

3.5 A Director who serves as Chairman of the Nominations Committee
\nof the Board of Directors shall be entitled to a deferred monthly fee of One
\nThousand Dollars ($1,000.00) for each calendar month or portion thereof
\n(excluding the month in which he is first elected to such position) that he
\nholds such position.<\/p>\n<\/p>\n

3.6 A Director who serves as Chairman of any other Committee
\ncreated by this Board of Directors shall be entitled to a deferred monthly fee
\nof One Thousand Dollars ($1,000.00) for each calendar month or portion thereof
\n(excluding the month in which he is first elected to such position) that he
\nholds such position.<\/p>\n<\/p>\n

3.7 A Director’s Deferred Fee Account shall be credited with
\ninterest annually. During the calendar years 1968 and prior, the rate of
\ninterest credited to deferred fees shall be four (4) percent per annum. During
\nthe calendar years 1969 through 1992, the rate of interest credited to deferred
\nfees shall be the average of the prime rates being charged by the two largest
\ncommercial banks in the City of Chicago as of the end of the month coincident
\nwith or last preceding the date upon which said interest is so credited. During
\nthe calendar years 1993 through 2007, the rate of interest credited to deferred
\nfees shall be equal to: (a) the average of the prime rates being charged by the
\ntwo largest commercial banks in the City of Chicago as of the end of the month
\ncoincident with or last preceding the date upon which said interest is so
\ncredited; plus (b) two hundred twenty-five (225) basis points. For the calendar
\nyear 2008 and subsequent years, the rate of interest credited to deferred fees
\nshall be equal to: (a) the average of the “prime rate” of interest published by
\nThe Wall Street Journal (Mid-West Edition) or comparable successor quotation
\nservice on the first business day of January and the last business day of each
\nmonth of the fiscal year; plus (b) two hundred twenty-five (225) basis points.
\nFor purposes of this provision, the term “deferred fees” shall include “deferred
\nmonthly fees,” and “deferred meeting fees,” and shall also include any such
\ninterest credited thereon.<\/p>\n<\/p>\n

3.8 For purposes of Sections 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6, the
\nautomatic deferral of the fees specified therein shall be subject to a
\nDirector’s election to receive such fees currently pursuant to Section 4.1 or
\nSection 9.1 of the Plan.<\/p>\n<\/p>\n

SECTION 4.
\nPAYMENT OF DIRECTORS’ FEES<\/p>\n

\n

4.1 Any Director may, by written notice filed with the Secretary of
\nthe Company no later than December 31 in a calendar year, elect to receive
\ncurrent payment of all or any portion of the monthly and meeting fees earned by
\nhim in calendar years subsequent to the calendar year in which he files such
\nnotice, in which case such fees shall not be deferred but shall be paid
\nquarterly as earned and no interest shall be credited thereon. Such election
\nshall be irrevocable as of December 31 of the year prior to the year in which
\nthe fees will be earned. Notwithstanding the timing requirements described
\nabove, an individual who is newly elected as a Director may make the election
\ndescribed above by filing it with the Secretary of the Company<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

within the thirty (30) day period immediately following the date he or she
\nfirst becomes a Director eligible to participate in the Plan (and all plans that
\nwould be aggregated with the Plan pursuant to Treasury Regulation
\n \u00a71.409A-1(c)(2)(i)), provided<\/u>, that the compensation subject to such
\nelection relates solely to services performed after the date of such election
\nand provided<\/u> further<\/u>, that such election shall become irrevocable
\non the thirtieth day following the date he or she first becomes a Director
\neligible to participate in the Plan. In no event shall the fees subject to an
\nelection under this Section 4.1 be paid 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). Any Director who has previously provided notice pursuant
\nto this Section 4.1 may, by written notice filed with the Secretary of the
\nCompany no later than December 31 in a calendar year, elect to defer payment of
\nall or a portion of the monthly and meeting fees earned by him in calendar years
\nsubsequent to the year in which he files such notice, in which case such fees
\nshall be paid to him in accordance with Section 4.2 below.<\/p>\n<\/p>\n

4.2 A Director’s deferred fees earned pursuant to the Plan shall
\ncommence to be paid on the first day of the calendar month next following the
\nearlier of his death or his attainment of age sixty-five (65) if he is not then
\nserving as a Director, or the termination of his service as a Director if he
\nserves as a Director after the attainment of age sixty-five (65).<\/p>\n<\/p>\n

4.3 A Director’s deferred fees that have commenced to be payable
\npursuant to Section 4.2 shall be payable in annual installments in the order in
\nwhich they shall have been deferred (i.e. the deferred fees and earnings thereon
\nfor the earliest year of service as a Director will be paid on the date provided
\nfor in Section 4.2, the deferred fees for the next earliest year of service as a
\nDirector will be paid on the anniversary of the payment of the first
\ninstallment, etc.).<\/p>\n<\/p>\n

4.4 A Director’s deferred fees shall continue to be paid until all
\ndeferred fees which he is entitled to receive under the Plan shall have been
\npaid to him (or, in case of his death, to his beneficiary).<\/p>\n<\/p>\n

4.5 If a Director incurs a termination of service as a Director
\nwithin two (2) years following the occurrence of a Change in Control (as defined
\nbelow), the aggregate unpaid balance of such Director’s deferred fees plus all
\nunpaid interest credited thereon, shall be paid to such Director in a lump sum
\nwithin thirty (30) days following the date of such termination of service;
\nprovided<\/u>, however<\/u>, that if such Change in Control does not
\nconstitute a “change in control event” (as defined in Treasury Regulation \u00a7
\n1.409A-3(i)(5)), then the aggregate unpaid balance of such Director’s deferred
\nfees shall be paid in accordance with Sections 4.2 and 4.3.<\/p>\n<\/p>\n

Notwithstanding any other provision of the Plan, if a Director has made the
\nalternative election set forth in Section 9.1, and if such Director incurs a
\ntermination of service as a Director within five (5) years following the
\noccurrence of a Change in Control, the aggregate unpaid balance of such
\nDirector’s fees deposited to the Director’s Grantor Trust (as defined below)
\nplus all unpaid interest credited thereon, shall be paid to such Director from
\nthe Director’s Grantor Trust in a lump sum within thirty (30) days following the
\ndate of such termination of service.<\/p>\n<\/p>\n

4.6 A “Change in Control” shall be deemed to have occurred on the
\nearliest of the following dates:<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

(i) the date any Person is or becomes the
\nBeneficial Owner, directly or indirectly, of securities of the Company (not
\nincluding in the securities beneficially owned by such Person any securities
\nacquired directly from the Company or its Affiliates) representing 20% or more
\nof the combined voting power of the Company’s then outstanding securities,
\nexcluding any Person who becomes such a Beneficial Owner in connection with a
\ntransaction described in clause (a) of paragraph (iii) below; or<\/p>\n<\/p>\n

(ii) the date the following individuals
\ncease for any reason to constitute a majority of the number of directors then
\nserving: individuals who, on the date hereof, constitute the Board of Directors
\nand any new director (other than a director whose initial assumption of office
\nis in connection with an actual or threatened election contest, including but
\nnot limited to a consent solicitation, relating to the election of directors of
\nthe Company) whose appointment or election by the Board of Directors or
\nnomination for election by the Company’s shareholders was approved or
\nrecommended by a vote of at least two-thirds (2\/3) of the directors then still
\nin office who either were directors on the date hereof or whose appointment,
\nelection or nomination for election was previously so approved or recommended;
\nor<\/p>\n<\/p>\n

(iii) the date on which there is consummated a
\nmerger or consolidation of the Company or any direct or indirect subsidiary of
\nthe Company with any other corporation or other entity, other than (a) a merger
\nor consolidation (I) immediately following which the individuals who comprise
\nthe Board of Directors immediately prior thereto constitute at least a majority
\nof the Board of Directors of the Company, the entity surviving such merger or
\nconsolidation or, if the Company or the entity surviving such merger or
\nconsolidation is then a subsidiary, the ultimate parent thereof and (II) which
\nresults in the voting securities of the Company outstanding immediately prior to
\nsuch merger or consolidation continuing to represent (either by remaining
\noutstanding or by being converted into voting securities of the surviving entity
\nor any parent thereof), in combination with the ownership of any trustee or
\nother fiduciary holding securities under an employee benefit plan of the Company
\nor any subsidiary of the Company, at least 50% of the combined voting power of
\nthe securities of the Company or such surviving entity or any parent thereof
\noutstanding immediately after such merger or consolidation, or (b) a merger or
\nconsolidation effected to implement a recapitalization of the Company (or
\nsimilar transaction) in which no Person is or becomes the Beneficial Owner,
\ndirectly or indirectly, of securities of the Company (not including in the
\nsecurities Beneficially Owned by such Person any securities acquired directly
\nfrom the<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

Company or its Affiliates) representing 20% or more of the combined voting
\npower of the Company’s then outstanding securities; or<\/p>\n<\/p>\n

(iv) the date the shareholders of the Company
\napprove a plan of complete liquidation or dissolution of the Company or there is
\nconsummated an agreement for the sale or disposition by the Company of all or
\nsubstantially all of the Company’s assets, other than a sale or disposition by
\nthe Company of all or substantially all of the Company’s assets to an entity, at
\nleast 50% of the combined voting power of the voting securities of which are
\nowned by shareholders of the Company, in combination with the ownership of any
\ntrustee or other fiduciary holding securities under an employee benefit plan of
\nthe Company or any subsidiary of the Company, in substantially the same
\nproportions as their ownership of the Company immediately prior to such sale.\n<\/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 the Company 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 the Company
\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) the Company or any of its subsidiaries,
\n(ii) a trustee or other fiduciary holding securities under an employee benefit
\nplan of the Company or any of its Affiliates, (iii) an underwriter temporarily
\nholding securities pursuant to an offering of such securities, or (iv) a
\ncorporation owned, directly or indirectly, by the shareholders of the Company in
\nsubstantially the same proportions as their ownership of stock of the Company.\n<\/p>\n<\/p>\n

4.7 A “Potential Change in Control” shall exist during any period
\nin which the circumstances described in paragraphs (i), (ii), (iii) or (iv),
\nbelow, exist (provided, however, that a Potential Change in Control shall cease
\nto exist not later than the occurrence of a Change in Control):<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

(i) The Company enters into an agreement,
\nthe consummation of which would result in the occurrence of a Change in Control,
\nprovided that a Potential Change in Control described in this paragraph
\n(i) shall cease to exist upon the expiration or other termination of all such
\nagreements.<\/p>\n<\/p>\n

(ii) Any Person (without regard to the
\nexclusions set forth in subsections (i) through (iv) of such definition)
\npublicly announces an intention to take or to consider taking actions the
\nconsummation of which would constitute a Change in Control; provided that a
\nPotential Change in Control described in this paragraph (ii) shall cease to
\nexist upon the withdrawal of such intention, or upon a determination by the
\nBoard of Directors that there is no reasonable chance that such actions would be
\nconsummated.<\/p>\n<\/p>\n

(iii) Any Person becomes the Beneficial Owner,
\ndirectly or indirectly, of securities of the Company representing 10% or more of
\neither the then outstanding shares of common stock of the Company or the
\ncombined voting power of the Company’s then outstanding securities (not
\nincluding any securities beneficially owned by such Person which are or were
\nacquired directly from the Company or its Affiliates).<\/p>\n<\/p>\n

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

4.8 The provisions of Sections 4.5, 4.6, 4.7 and this Section 4.8
\nmay not be amended or deleted, nor superseded by any other provision of this
\nPlan, (i) during the pendency of a Potential Change in Control and (ii) during
\nthe period beginning on the date of a Change in Control and ending on the date
\nfive (5) years following such Change in Control.<\/p>\n<\/p>\n

SECTION 5.
\nDIRECTORS’ RETIREMENT BENEFIT<\/p>\n

\n

5.1 Effective April 30, 1998, each of the persons serving as a
\nDirector on December 12, 1997 shall be credited with a retirement benefit of
\n$4,167 a month for 120 months of continuous service and no additional retirement
\nbenefits shall accrue under the Plan. Each of the persons serving as a Director
\non December 12, 1997 may elect: (a) to have his or her retirement benefit under
\nthe Plan treated as provided in Section 5.2 of the Plan; or (b) to have the
\npresent value of that retirement benefit credited to an unfunded phantom stock
\naccount and converted into phantom stock units based on the closing price of the
\nCompany’s common stock on April 30, 1998, with those phantom stock units then
\nbeing credited with the same cash and stock dividends,<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

\n

stock splits and other distributions and adjustments as are paid on the
\nCompany’s common stock. The phantom stock units shall be payable to the Director
\nin annual payments commencing on the first day of the calendar month next
\nfollowing the earlier of the Director’s death or termination of service as a
\nDirector, in an amount determined by the closing price of the Company’s common
\nstock on the first business day preceding the payment date. Unless the
\nretirement benefit is terminated, the annual benefit shall continue to be paid
\non the anniversary of the day on which the first such retirement benefit payment
\nwas made, until the benefit has been paid for ten years, or until the death of
\nthe Director or surviving spouse, if earlier. If a Director should die with such
\nbenefit still in effect, prior to receipt of all payments due hereunder, the
\nannual benefit shall continue to be paid to the surviving spouse of such
\nDirector until all payments due hereunder have been made or until the death of
\nthe surviving spouse, if earlier.<\/p>\n<\/p>\n

5.2 Any person serving as a Director on December 12, 1997 who
\nelects to have his or her retirement benefit paid pursuant to this Section 5.2
\nshall receive a monthly benefit equal to $4,167. Payment of the monthly benefit
\nshall commence on the first day of the calendar month next following the earlier
\nof the Director’s death or termination of service as a Director. Unless the
\nretirement benefit is terminated, the monthly benefit shall continue to be paid
\non the first day of each calendar month thereafter, until the benefit has been
\npaid for one hundred and twenty (120) months, or until the death of the Director
\nor surviving spouse, if earlier. If a Director should die with such benefit
\nstill in effect, prior to receipt of all payments due hereunder, the monthly
\nbenefit shall continue to the surviving spouse of such Director until all
\npayments due hereunder have been made or until the death of the surviving
\nspouse, if earlier.<\/p>\n<\/p>\n

5.3 Directors who retired on or before December 12, 1997 will
\nreceive the form and amount of retirement benefit payable under the terms of the
\nPlan in effect at the time of their retirement.<\/p>\n<\/p>\n

5.4 Each Director who is granted a retirement benefit hereunder
\nshall make him or herself available for such consultation with the Board of
\nDirectors or any committee or member thereof, as may be reasonably requested
\nfrom time to time by the Chairman of the Board of Directors, following such
\nDirector’s termination of service as a Director. The Company shall reimburse
\neach such Director for all reasonable travel, lodging and subsistence expenses
\nincurred by the Director at the request of the Company in rendering such
\nconsultation. The Company may terminate the retirement benefit if the Director
\nshould fail to render such consultation, unless prevented by disability or other
\nreason beyond the Director’s control.<\/p>\n<\/p>\n

5.5 It is recognized that during a Director’s period of service as
\na Director and as a consultant hereunder, a Director will acquire knowledge of
\nthe affairs of the Company and its subsidiaries, the disclosure of which would
\nbe contrary to the best interests of the Company. Accordingly, the Company may
\nterminate the retirement benefit if, without the express consent of the Company,
\nthe Director accepts election to the Board of Directors of, acquires a
\npartnership or proprietary interest in, or renders services as an employee or
\nconsultant to, any business entity which is engaged in substantial competition
\nwith the Company or any of its subsidiaries.<\/p>\n<\/p>\n

5.6 An individual will be considered a Director’s “surviving
\nspouse” for purposes of Section 5 only if the Director and such individual were
\nmarried in a religious or civil ceremony<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

\n

recognized under the laws of the state where the marriage was contracted and
\nthe marriage remained legally effective at the date of the Director’s death.\n<\/p>\n<\/p>\n

SECTION 6.
\nCONVERSION TO COMMON STOCK UNITS<\/p>\n

\n

6.1 Any Director who is then serving as a director may, by written
\nnotice filed with the Secretary of the Company, irrevocably elect to have all or
\nany portion of deferred fees previously earned but not yet paid, transferred
\nfrom the Director’s Deferred Fee Account to a Stock Account established under
\nthis Section 6. Any election as to a portion of such fees shall be expressed as
\na percentage and the same percentage shall be applied to all such fees
\nregardless of the calendar year in which earned or to all deferred fees earned
\nin designated calendar years, as specified by the Director. A Director may make
\nno more than one notional investment election under this Section 6.l in any
\ncalendar year. All such elections may apply only to deferred fees for which an
\nelection has not previously been made and shall be irrevocable.<\/p>\n<\/p>\n

6.2 Any Director may, by written notice filed with the Secretary of
\nthe Company, elect to have all or any portion of deferred fees earned subsequent
\nto the date such notice is filed credited to a Stock Account established under
\nthis Section 6. Fees covered by such election shall be credited to such account
\nat the end of each calendar quarter in, or for which, such fees are earned. Such
\nelection may be revoked or modified by such Director, by written notice filed
\nwith the Secretary of the Company, as to deferred fees to be earned in calendar
\nyears subsequent to the calendar year such notice is filed, but shall be
\nirrevocable as to deferred fees earned prior to such year.<\/p>\n<\/p>\n

6.3 Deferred fees credited to a Stock Account under Section 6.1
\nshall be converted to Common Stock Units by dividing the deferred fees so
\ncredited by the closing price of common shares of the Company on the date the
\nnotice of election under Section 6 is received by the Company (or the next
\nbusiness day, if there are no sales on such date) as reported on the New York
\nStock Exchange Composite Reporting System. Deferred fees credited to a Stock
\nAccount under Section 6.2 shall be converted to Common Stock Units by dividing
\nthe deferred fees so credited by the closing price of common shares of the
\nCompany as of the last business day of the calendar quarter for which the credit
\nis made, as reported on the New York Stock Exchange Composite Reporting System.\n<\/p>\n<\/p>\n

6.4 Each Common Stock Unit shall be credited with (or adjusted for)
\nthe same cash and stock dividends, stock splits and other distributions and
\nadjustments as are received by or applicable to one common share of the Company.
\nAll cash dividends and other cash distributions credited to Common Stock Units
\nshall be converted to additional Common Stock Units by dividing each such
\ndividend or distribution by the closing price of common shares of the Company on
\nthe payment date for such dividend or distribution, as reported by the New York
\nStock Exchange Composite Reporting System.<\/p>\n<\/p>\n

6.5 The value of the Common Stock Units credited each Director
\nshall be paid the Director in cash on the dates specified in Section 4.3 (or, if
\napplicable, Section 4.5). The amount of each payment shall be determined by
\nmultiplying the Common Stock Units payable on each date specified in Section 4.3
\n(or, if applicable, Section 4.5) by the closing price of common<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

shares of the Company on the day prior to the payment date (or the next
\npreceding business day if there are no sales on such date), as reported by the
\nNew York Stock Exchange Composite Reporting System.<\/p>\n<\/p>\n

SECTION 7.
\nMISCELLANEOUS<\/p>\n

\n

7.1 Each Director or former Director entitled to payment of
\ndeferred fees hereunder, from time to time may name any person or persons (who
\nmay be named contingently or successively) to whom any deferred Director’s fees
\nearned by him and payable to him are to be paid in case of his death before he
\nreceives any or all of such deferred Director’s fees. Each designation will
\nrevoke all prior designations by the same Director or former Director, shall be
\nin form prescribed by the Company, and will be effective only when filed by the
\nDirector or former Director in writing with the Secretary of the Company during
\nhis lifetime. If a deceased Director or former Director shall have failed to
\nname a beneficiary in the manner provided above, or if the beneficiary named by
\na deceased Director or former Director dies before him or before payment of all
\nthe Director’s or former Director’s deferred Directors’ fees, the Company, in
\nits discretion, may direct payment of the remaining installments required by
\nSection 4.3 to either:<\/p>\n<\/p>\n

(a) any one or more or all of the next of
\nkin (including the surviving spouse) of the Director or former Director, and in
\nsuch proportions as the Company determines; or<\/p>\n<\/p>\n

(b) the legal representative or
\nrepresentatives of the estate of the last to die of the Director or former
\nDirector and his last surviving beneficiary.<\/p>\n<\/p>\n

The person or persons to whom any deceased Director’s or former Director’s
\ndeferred Directors’ fees are payable under this Section will be referred to as
\nhis “beneficiary.”<\/p>\n<\/p>\n

7.2 Establishment of the Plan and coverage thereunder of any person
\nshall not be construed to confer any right on the part of such person to be
\nnominated for reelection to the Board of Directors of the Company, or to be
\nreelected to the Board of Directors.<\/p>\n<\/p>\n

7.3 Payment of deferred Directors’ fees will be made only to the
\nperson entitled thereto in accordance with the terms of the Plan, and deferred
\nDirectors’ fees are not in any way subject to the debts or other obligations of
\npersons entitled thereto, and may not be voluntarily or involuntarily sold,
\ntransferred or assigned. When a person entitled to a payment under the Plan is
\nunder legal disability or, in the Company’s opinion, is in any way incapacitated
\nso as to be unable to manage his financial affairs, the Company may direct that
\npayment be made to such person’s legal representative, or to a relative or
\nfriend of such person for his benefit. Any payment made in accordance with the
\npreceding sentence shall be in complete discharge of the Company’s obligation to
\nmake such payment under the Plan.<\/p>\n<\/p>\n

7.4 Any action required or permitted to be taken by the Company
\nunder the terms of the Plan shall be by affirmative vote of a majority of the
\nmembers of the Board of Directors then in office.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

\n

7.5 Notwithstanding anything in the Plan to the contrary, any
\namounts under the Plan that were earned and vested before January 1, 2005 (as
\ndetermined in accordance with Code Section 409A) with respect to a Director who
\nretired before January 1, 2005 (“Grandfathered Amounts”) shall be subject to the
\nterms and conditions of the Plan as administered and as in effect on
\nDecember 31, 2004. Amendments made to the Plan pursuant to this amendment and
\nrestatement or otherwise shall not affect the Grandfathered Amounts unless
\nexpressly provided for in the amendment. The terms and conditions applicable to
\nthe Grandfathered Amounts are set forth in Exhibit A attached hereto.<\/p>\n<\/p>\n

7.6 To the extent applicable, it is intended that the Plan comply
\nwith the provisions of Section 409A of the Code. The Plan will be administered
\nand interpreted in a manner consistent with this intent, and any provision that
\nwould cause the Plan to fail to satisfy Section 409A of the Code will have no
\nforce and effect until amended to comply therewith (which amendment may be
\nretroactive to the extent permitted by Section 409A of the Code).
\nNotwithstanding anything contained herein to the contrary, for all purposes of
\nthis Plan, a Director shall not be deemed to have had a termination of service
\nas a Director until the Director has incurred a separation from service as
\ndefined in Treasury Regulation \u00a71.409A-1(h) and, to the extent required to avoid
\naccelerated taxation and\/or tax penalties under Code Section 409A and applicable
\nguidance issued thereunder, payment of the amounts payable under the Plan that
\nwould otherwise be payable during the six-month period after the date of
\ntermination shall instead be paid on the first business day after the expiration
\nof such six-month period, plus interest thereon, at a rate equal to the rate
\nspecified in Section 9-8 (to the extent that such interest is not already
\nprovided to the participant under subsection 9.10), 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 Section 409A of the Code.<\/p>\n<\/p>\n

SECTION 8.
\nAMENDMENT AND DISCONTINUANCE<\/p>\n

\n

While the Company expects to continue the Plan, it must necessarily reserve,
\nand does hereby reserve, the right to amend or discontinue the Plan at any time;
\nprovided, however, that any amendment or discontinuance of the Plan shall be
\nprospective in operation only, and shall not affect the payment of any deferred
\nDirectors’ fees theretofore earned by any Director, or the conditions under
\nwhich any such fees are to be paid or forfeited under the Plan. Any
\ndiscontinuance of the Plan by the Company shall comply with the requirements of
\nSection 409A of the Code.<\/p>\n<\/p>\n

SECTION 9.
\nALTERNATE PAYMENT OF FEES<\/p>\n

\n

9.1 By written notice filed with the Secretary of the Company prior
\nto each calendar year beginning after December 31, 1988, a Director may elect to
\nreceive all or a portion of his fees earned in the following calendar year in
\naccordance with the provisions of Section 9. An election under this Section 9.1
\nshall become irrevocable as of December 31 of the calendar year prior to the
\nyear in which such monthly and meeting fees will be earned (or, in the case of a
\nnew Director, on the 30th day following the Director’s first participation in
\nthe Plan and all plans that<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

\n

would be aggregated with the Plan pursuant to Treasury Regulation
\n \u00a71.409A-1(c)(2)(i), provided<\/u>, that the compensation subject to such
\nelection relates solely to services performed after the date of such election).\n<\/p>\n<\/p>\n

9.2 If payment of a Director’s fees is made pursuant to
\nSection 9.1, such fees shall not be deferred and a portion of such fees shall be
\npaid currently in cash for the Director directly to a “Grantor Trust”
\nestablished by the Director, provided such trust is in a form which the Company
\ndetermines to be substantially similar to the trust attached to this plan as
\nExhibit B; and the balance of the fees shall be paid currently in cash directly
\nto the Director, provided that the payment made directly to the Director shall
\nequal the aggregate federal, state and local individual income taxes
\nattributable to the fees paid pursuant to this Section 9.2 (determined in
\naccordance with Section 9.14). In no event shall such fees be paid to the
\nGrantor Trust or directly to the Director 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

9.3 The Company will establish and maintain four separate accounts
\nin the name of each Director who has made an election under Section 9.1 as
\nfollows: a “Pre-Tax Fee Account”, an “After-Tax Fee Account”, a “Pre-Tax Stock
\nAccount” and an “After-Tax Stock Account” (collectively, the “Accounts”).<\/p>\n<\/p>\n

(a) The Pre-Tax Fee Account shall reflect
\nany fees paid in cash to a Director (including amounts deposited to a Director’s
\nGrantor Trust) pursuant to Section 9.2, and interest to be credited to a
\nDirector pursuant to Section 9.8. The After-Tax Fee Account shall also reflect
\nsuch amounts but shall be maintained on an after-tax basis.<\/p>\n<\/p>\n

(b) The Pre-Tax Stock Account shall reflect
\nthe total amount of fees converted to Common Stock Units pursuant to Section 6
\nand any adjustments made pursuant to that Section and Section 9.9. The After-Tax
\nStock Account shall also reflect such amounts but shall be maintained on an
\nafter-tax basis.<\/p>\n<\/p>\n

(c) The Accounts established pursuant to
\nthis Section 9.3 are for the convenience of the administration of the Plan and
\nno trust relationship with respect to such Accounts is intended or should be
\nimplied.<\/p>\n<\/p>\n

9.4 As of the end of each calendar year, the Company shall adjust each
\nDirector’s Pre-Tax Fee Account as follows:<\/p>\n<\/p>\n

(a) FIRST, charge, in any year in which the Director is entitled to receive
\na distribution from his or her Grantor Trust, an amount equal to the
\ndistribution from the fee account maintained thereunder that would have been
\nmade to the Director if the aggregate amounts paid according to Section 9.2 had
\ninstead been deferred under Section 3;<\/p>\n<\/p>\n

(b) NEXT, credit an amount equal to any fees for that year, not converted
\nto Common Stock Units, that are paid to the Director (including the amount
\ndeposited in the participant’s Grantor Trust) according to Section 9.2; and<\/p>\n

\n

11<\/p>\n

\n

(c) FINALLY, credit an amount equal to the Interest earned for that
\nyear according to Section 9.8.<\/p>\n<\/p>\n

9.5 As of the end of each calendar year, the
\nCompany shall adjust each Director’s After-Tax Fee Account as follows:<\/p>\n<\/p>\n

(a) FIRST, charge, in any year in which the Director is in receipt
\nof a benefit distribution from his or her Grantor Trust, an amount equal to the
\nproduct of (i) the distribution that would have been made to the Director if the
\naggregate amounts paid according to Section 9.2 had instead been deferred under
\nSection 3, multiplied by (ii) a fraction, the numerator of which is the balance
\nin the Director’s After-Tax Fee Account as of the end of the prior fiscal year
\nand the denominator of which is the balance of the Director’s Pre-Tax Fee
\nAccount as of that same date;<\/p>\n<\/p>\n

(b) NEXT, credit an amount equal to the fees
\nnot converted to Common Stock Units that are paid that year to the Director
\ndirectly to the Director’s Grantor Trust according to Section 9.2; and<\/p>\n<\/p>\n

(c) FINALLY, credit an amount equal to the
\nAfter-Tax Interest earned for that year according to Section 9.8<\/p>\n<\/p>\n

9.6 As of the end of each calendar year, the Company shall adjust
\neach Director’s Pre-Tax Stock Account as follows:<\/p>\n<\/p>\n

(a) FIRST, charge, in any year in which the Director is entitled to
\nreceive a distribution from his or her Grantor Trust, an amount equal to the
\ndistribution that would have been made to the Director if the aggregate amount
\nof fees paid according to Section 9.2 had instead been deferred under Section 3
\nand the adjustments had been made under Section 6;<\/p>\n<\/p>\n

(b) NEXT, credit an amount equal to any fees for that year that are
\nconverted to Common Stock Units and paid to the Director (including the amount
\ndeposited in the Director’s Grantor Trust to the stock account maintained
\nthereunder) according to Section 9.2;<\/p>\n<\/p>\n

(c) NEXT, credit an amount equal to the net earnings of the
\nDirector’s Grantor Trust for the year; and<\/p>\n<\/p>\n

(d) FINALLY, credit an amount equal to the Book Value Adjustments to
\nbe made for that year according to Section 9.9.<\/p>\n<\/p>\n

9.7 As of the end of each calendar year, the
\nCompany shall adjust each Director’s After-Tax Stock Account as follows:<\/p>\n<\/p>\n

(a) FIRST, charge, in any year in which the
\nDirector is entitled to receive a distribution from his or her Grantor Trust, an
\namount equal to the product of (i) the distribution that would have been made to
\nthe Director if the aggregate amounts paid according to Section 9.2 had instead
\nbeen deferred under Section 3 and the adjustments had been made under Section 6,
\nmultiplied by (ii) a fraction, the numerator of which is the balance in the
\nDirector’s After-Tax Stock Account as of the end of the prior fiscal year<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

\n

and the denominator of which is the balance of the Director’s Pre-Tax Stock
\nAccount as of that same date;<\/p>\n<\/p>\n

(b) NEXT, credit an amount equal to the fees
\nconverted to Common Stock Units that are paid that year to the Director directly
\nto the Director’s Grantor Trust and allocated to the stock account maintained
\nthereunder according to Section 9.2; and<\/p>\n<\/p>\n

(c) NEXT, credit an amount equal to the net
\nearnings of the Director’s Grantor Trust for the year; and<\/p>\n<\/p>\n

(d) FINALLY, credit an amount equal to the
\nBook Value Adjustments to be made for that year according to Section 9.9.<\/p>\n<\/p>\n

9.8<\/p>\n<\/p>\n

(a) As of the end of each calendar year, a
\nDirector’s Pre-Tax Fee Account shall be credited with interest (“Interest”) at
\nthe following rate:<\/p>\n<\/p>\n

(i) the average of the “prime rate” of
\ninterest published by the Wall Street Journal (Mid-West Edition) or comparable
\nsuccessor quotation service on the first business day of January and the last
\nbusiness day of each month of the fiscal year;<\/p>\n<\/p>\n

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

(b) As of the end of each calendar year, a
\nDirector’s After-Tax Fee 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 determined in accordance
\nwith subsection 9.14 (the “After-Tax Interest”)).<\/p>\n<\/p>\n

9.9 As of the end of each calendar year, a
\nDirector’s Pre-Tax Stock Account and After-Tax Stock Account shall be adjusted
\nas provided in Section 6.4, to the extent applicable, and shall also be adjusted
\nto reflect the increase or decrease in the fair market value of the Company’s
\ncommon stock determined in accordance with Section 6.5, except that (i) any
\nreference to the payment date in such Section shall mean December 31 of the
\napplicable calendar year for purposes of this Section, and (ii) adjustments to
\nthe After-Tax Stock Account shall be made on an after-tax basis. Such
\nadjustments shall be referred to as “Book Value Adjustments.”<\/p>\n<\/p>\n

9.10 In addition to any fees paid to a Director’s
\nGrantor Trust under Section 9.2 during the year, the Company shall also make a
\npayment to a Director’s Grantor Trust (a “Guaranteed Rate Payment”) for each
\nyear in which the Grantor Trust is in effect. The Guaranteed Rate Payment shall
\nequal the excess, if any, of the Director’s Net Interest Accrual (as defined
\nbelow) over the net earnings of the Director’s deferred account maintained under
\nthe Director’s Grantor Trust for the year, and shall be paid within the thirty
\n(30) days beginning April 1 of the following calendar year. A Director’s Net
\nInterest Accrual for a year is an amount equal to the After-Tax Interest
\ncredited to the Director’s After-Tax Fee Account for that year in accordance
\nwith Section 9.8(b).<\/p>\n<\/p>\n

9.11 In addition to the fees paid under Section 9.2
\nduring the year and the Guaranteed Rate Payment described above, the Company
\nshall also make a payment to a Director’s Grantor<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

\n

Trust (a “Guaranteed Principal Payment”) for each year in which the Grantor
\nTrust is in effect, to be credited to the stock account maintained thereunder.
\nThe “Guaranteed Principal Payment” shall equal the excess, if any, of 75 percent
\nof the balance of the Director’s After-Tax Stock Account on December 31 over the
\nbalance in the stock account maintained under the Director’s Grantor Trust as of
\nthat same date. For the calendar year in which the last installment distribution
\nis made from the Director’s Grantor Trust (meaning, the year that is X years
\nfollowing the year of the event triggering the payments, where X is the same
\nnumber of years served by the Director), the payment made under this
\nSection 9.11 shall equal the excess, if any, of 100 percent of the balance of
\nthe Director’s After-Tax Stock Account over the balance in the stock account
\nmaintained under the Director’s Grantor Trust as of that same date. Any
\nGuaranteed Principal Payment required under this Section 9.11 shall be made
\nwithin the thirty (30) days beginning April 1 of the following calendar year.\n<\/p>\n<\/p>\n

9.12 Each Director’s Grantor Trust assets shall be
\ninvested 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

9.13 In addition to the fees paid under Section 9.2
\nand the payments provided by Section 9.10 and 9.11, each Director (or, if the
\nDirector is deceased, the beneficiary designated under the Director’s Grantor
\nTrust) shall be entitled to a Tax Gross Up payment for each year in which the
\nGrantor Trust is in effect. The “Tax Gross Up” shall equal: (a) the amount
\nnecessary to compensate the Director (or beneficiary) for the net increase in
\nhis or her federal, state and local income taxes as a result of the inclusion in
\nthe Director’s (or beneficiary’s) taxable income of the income of his or her
\nGrantor Trust and any Guaranteed Rate and Guaranteed Principal Payments for that
\nyear; plus (b) an amount necessary to compensate the Director (or beneficiary)
\nfor the net increase in the taxes described in (a) above as a result of the
\ninclusion in his or her taxable income of any payment made pursuant to this
\nSection 9.13. Any Tax Gross-Up payments shall be made no later than the end of
\nthe calendar year in which the Director remits the related taxes.<\/p>\n<\/p>\n

9.14 For purposes of Section 9, a Director’s
\nfederal income tax rate shall be deemed to be the highest marginal rate of
\nfederal individual income tax in effect in the calendar year in which a
\ncalculation under this Section is to be made and state and local tax rates shall
\nbe deemed to be the highest marginal rates of individual income tax in effect in
\nthe state and locality of the Director’s residence on the date such a
\ncalculation is made, net of any federal tax benefits without a benefit for any
\nnet capital losses. Notwithstanding the preceding sentence, if a Director is not
\na citizen or resident of the United States, his or her income tax rates shall be
\ndeemed to be the highest marginal income tax rates actually imposed on the
\nDirector’s benefits under this Plan or earnings under his or her Grantor Trust
\nwithout a benefit for any net capital losses.<\/p>\n<\/p>\n

9.15 If a portion of a Director’s fees have been
\npaid to a Grantor Trust pursuant to Section 9.2, then those fees and earnings
\nthereon shall be paid to him or her from the Grantor Trust in the order in which
\nthey were earned (i.e., the fees for the earliest year of service as a Director
\nwill be the first fees distributed from the Grantor Trust(s), the fees for the
\nnext earliest year of service as a Director will be paid on the anniversary of
\nthe payment of the first<\/p>\n

\n

14<\/p>\n

\n

<\/p>\n

\n

installment, etc.) The distribution of a Director’s fees shall continue
\nuntil all fees to which the Director is entitled to receive under the Plan shall
\nhave been paid in accordance with the terms of the Grantor Trust(s).<\/p>\n

\n

15<\/p>\n

\n

<\/p>\n

\n

Exhibit A<\/p>\n

\n

ABBOTT LABORATORIES NON-EMPLOYEE DIRECTORS’ FEE
\nPLAN<\/strong><\/p>\n

\n

[Abbott Laboratories Non-Employee Directors’ Fee Plan, as amended, as filed
\nas Exhibit 10.1 to the Abbott Laboratories Current Report on Form 8-K dated
\nFebruary 17, 2006.]<\/p>\n

\n

\n

<\/p>\n

\n

Exhibit B<\/p>\n<\/p>\n

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

THIS RESTATED AGREEMENT, made this day of
\n , 2008, by and between of
\n , (the “grantor”), and The Northern Trust
\nCompany located at Chicago, Illinois, as trustee (the “trustee”),<\/p>\n<\/p>\n

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

WHEREAS, the grantor has established a trust known as the ”
\nGrantor Trust”, dated , to hold certain benefits
\nreceived by the grantor under the Abbott Laboratories Non-Employee Directors’
\nFee Plan, as it may be amended from time to time; and<\/p>\n<\/p>\n

WHEREAS, the grantor, with the consent of the administrator of the referenced
\ntrust, desires to amend the agreement creating the referenced trust (“trust
\nagreement”) in many respects and believes the trust agreement, as so amended,
\nwould be easier to understand if restated.<\/p>\n<\/p>\n

NOW, THEREFORE, the grantor amends the trust agreement by substituting for it
\nand all prior amendments the following provisions which set forth all of the
\nterms and conditions relating to the administration, investment and distribution
\nof the trust property after this date:<\/p>\n<\/p>\n

ARTICLE I
\nIntroduction<\/u><\/p>\n<\/p>\n

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

I-2. The Trust Fund<\/u>. 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<\/u>. 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<\/u>. 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<\/u>. 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<\/p>\n<\/p>\n

\n

<\/p>\n

\n

funds (and any proceeds from the investment of such funds) in trust in
\naccordance with this agreement.<\/p>\n<\/p>\n

ARTICLE II
\nDistribution of the Trust Fund<\/u><\/p>\n<\/p>\n

II-1. Separate Accounts<\/u>. The administrator shall maintain two
\nseparate accounts under the trust, a “deferred account” and a “stock account.”
\nFunds delivered to the trustee shall be allocated between the accounts by the
\ntrustee as directed by the administrator. As of the end of each calendar year,
\nthe administrator shall charge each account with all distributions made from
\nsuch account during that year; and credit each account with its share of income
\nand realized gains and charge each account with its share of expenses and
\nrealized losses for the year. The trustee shall be required to make separate
\ninvestments of the trust fund for the accounts, and may not administer and
\ninvest all funds delivered to it under the trust as one trust fund.<\/p>\n<\/p>\n

II-2. Distributions Prior to the Grantor’s Death<\/u>. Principal and
\naccumulated income shall not be distributed from the trust prior to the
\ngrantor’s termination of service as a Director 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 trust fund
\nfor that year, with the balance of such income to be accumulated in the trust.
\nThe administrator shall inform the trustee of the grantor’s settlement date.
\nThereafter, the trustee shall distribute the trust fund to the grantor, if then
\nliving, in a series of annual installments, commencing on the first day of the
\nmonth next following the later of the grantor’s settlement date or the date the
\ngrantor attains age 65 years. The administrator shall inform the trustee of the
\nnumber of installment distributions and 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

II-3. Distributions After the Grantor’s Death<\/u>. 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\n<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

distribute 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<\/u>. 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<\/u>. 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<\/u><\/p>\n<\/p>\n

III-1. General Powers<\/u>. 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
\nsubparagraph (b) next below, to sell, contract to sell, purchase, grant or
\nexercise options to purchase, and otherwise deal with all assets of the trust
\nfund, in such way, for such considerations, and on such terms and conditions as
\nthe trustee decides.<\/p>\n<\/p>\n

(b) To retain in cash such amounts as the
\ntrustee considers advisable; and to invest and reinvest the balance of the trust
\nfund, without distinction between principal and income, in common stock of
\nAbbott Laboratories, or in obligations of the United States Government and its
\nagencies or which are backed by the full faith and credit of the United States
\nGovernment or in any mutual fund, common trust fund or collective investment
\nfund which invests solely in such obligations; and any such investment made or
\nretained by the trustee in good faith shall be proper despite any resulting risk
\nor lack of diversification or marketability.<\/p>\n<\/p>\n

(c) To deposit cash in any depositary
\n(including the banking department of the bank acting as trustee) without
\nliability for interest, and to invest cash in savings accounts or time
\ncertificates of deposit bearing a reasonable rate of interest in any such
\ndepositary.<\/p>\n<\/p>\n

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

(e) To borrow from anyone, with the
\nadministrator’s approval, such sum or sums from time to time as the trustee
\nconsiders desirable to carry out this trust, and to mortgage or pledge all or
\npart of the trust fund as security.<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

(f) To retain any funds or property
\nsubject to any dispute without liability for interest and to decline to make
\npayment or delivery thereof until final adjudication by a court of competent
\njurisdiction or until an appropriate release is obtained.<\/p>\n<\/p>\n

(g) To begin, maintain or defend any
\nlitigation necessary in connection with the administration of this trust, except
\nthat the trustee shall not be obliged or required to do so unless indemnified to
\nthe trustee’s satisfaction.<\/p>\n<\/p>\n

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

(i) To give proxies to vote stocks and
\nother voting securities, to join in or oppose (alone or jointly with others)
\nvoting trusts, mergers, consolidations, foreclosures, reorganizations,
\nliquidations, or other changes in the financial structure of any corporation,
\nand to exercise or sell stock subscription or conversion rights.<\/p>\n<\/p>\n

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

(k) To divide or distribute the trust fund
\nin undivided interests or wholly or partly in kind.<\/p>\n<\/p>\n

(l) To pay any tax imposed on or with
\nrespect to the trust; to defer making payment of any such tax if it is
\nindemnified to its satisfaction in the premises; and to require before making
\nany payment such release or other document from any lawful taxing authority and
\nsuch indemnity from the intended payee as the trustee considers necessary for
\nits Protection.<\/p>\n<\/p>\n

(m) To deal without restriction with the legal
\nrepresentative of the grantor’s estate or the trustee or other legal
\nrepresentative of any trust created by the grantor or a trust or estate in which
\na beneficiary has an interest, even though the trustee, individually, shall be
\nacting in such other capacity, without liability for any loss that may result.\n<\/p>\n<\/p>\n

(n) To appoint or remove by written
\ninstrument any bank or corporation qualified to act as successor trustee,
\nwherever located, as special trustee as to part or all of the trust fund,
\nincluding property as to which the trustee does not act, and such special
\ntrustee, except as specifically limited or provided by this or the appointing
\ninstrument, shall have all of the rights, titles, powers, duties, discretions
\nand immunities of the trustee, without liability for any action taken or omitted
\nto be taken under this or the appointing instrument.<\/p>\n<\/p>\n

(o) To appoint or remove by written
\ninstrument any bank, wherever located, as custodian of part or all of the trust
\nfund, and each such custodian shall have such rights, powers, duties and
\ndiscretions as are delegated to it by the trustee.<\/p>\n<\/p>\n

(p) To employ agents, attorneys, accountants
\nor other persons, and to delegate to them such powers as the trustee considers
\ndesirable, and the trustee shall be<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

protected in acting or refraining from acting on the advice of persons so
\nemployed without court action.<\/p>\n<\/p>\n

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

III-2. Principal and Income<\/u>. 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<\/u>. 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<\/u>. 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<\/u><\/p>\n<\/p>\n

IV-1. Interests Not Transferable<\/u>. 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<\/u>. If there is a disagreement between
\nthe trustee and anyone as to any act or transaction reported in any accounting,
\nthe trustee shall have the right to a settlement of its account by any proper
\ncourt.<\/p>\n<\/p>\n

IV-3. Trustee’s Obligations<\/u>. 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<\/u>. 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<\/u>. Any notice required under this agreement may
\nbe waived by the person entitled to such notice.<\/p>\n<\/p>\n

IV-6. Controlling Law<\/u>. The laws of the State of Illinois shall
\ngovern the interpretation and validity of the provisions of this agreement and
\nall questions relating to the management, administration, investment and
\ndistribution of the trust hereby created.<\/p>\n<\/p>\n

IV-7. Successors<\/u>. 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

\n

6<\/p>\n

\n

<\/p>\n

\n

ARTICLE V
\nChanges in Trustee<\/u><\/p>\n<\/p>\n

V-1. Resignation or Removal of Trustee<\/u>. 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<\/u>. 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<\/p>\n

V-3. Duties of Resigning or Removed Trustee and of Successor
\nTrustee<\/u>. 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
\nto the 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<\/u><\/p>\n<\/p>\n

VI-1. Amendment<\/u>. With the consent of the administrator, this trust
\nmay be amended from time to time by the grantor, if then living, otherwise by a
\nmajority of the beneficiaries then entitled to payments or distributions
\nhereunder, 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 make the trust revocable.<\/p>\n<\/p>\n

VI-2. Termination<\/u>. This trust shall not terminate, and all rights,
\ntitles, powers, duties, discretions and immunities imposed on or reserved to the
\ntrustee, the administrator, the grantor and the beneficiaries shall continue in
\neffect, until all assets of the trust have been distributed by the trustee as
\nprovided in Article II.<\/p>\n<\/p>\n

\n*
\n*
\n*<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

\n

IN WITNESS WHEREOF, the grantor has executed this amending instrument as of
\nthe day and year first above written.<\/p>\n<\/p>\n\n\n\n\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n

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

\n

The undersigned, as trustee, acknowledges receipt of the foregoing amending
\ninstrument as of the day and year first above written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\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<\/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<\/td>\n<\/tr>\n
\n<\/td>\n\n

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

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

The undersigned, as a duly authorized representative of the administrator of
\nthe trust, hereby consents to the foregoing amending instrument as of the day
\nand year first above written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n

Abbott Laboratories<\/p>\n<\/td>\n<\/tr>\n

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

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

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

\n

8<\/p>\n

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