Exhibit 4.30


 


ABBOTT
LABORATORIES


 


ACTIONS
OF THE AUTHORIZED OFFICERS


 


Pursuant to the authority
granted by the Board of Directors of Abbott Laboratories (the “Corporation”) in
its September 12, 2003 resolutions, the undersigned agree as follows:


 


1.                                       The
Corporation shall issue  $500,000,000
aggregate principal amount of the Corporation’s 3.5%  Notes due 2009  (the
“Notes”).


 


2.                                       The
Corporation shall issue and sell the Notes to Banc of America Securities LLC,
Banc One Capital Markets, Inc., ABN AMRO Incorporated, Wachovia Capital
Markets, LLC, SG Cowen Securities Corporation, ING Financial Markets LLC,
Harris Nesbitt Corp., and The Williams Capital Group, L.P. (collectively, the
“Underwriters”) pursuant to an Underwriting Agreement dated February 2,
2004, and a Pricing Agreement dated February 2, 2004 (the “Pricing
Agreement”), between the Corporation and the Underwriters, upon the terms and
conditions set forth therein, to be issued under and in accordance with an
Indenture, dated as of February 9, 2001, between the Corporation and J.P.
Morgan Trust Company, N.A., successor in interest to Bank One Trust Company,
N.A., as Trustee (the “Trustee”), relating to the Notes and other obligations
(the “Indenture”).


 


3.                                       In
addition to the other terms provided in the Indenture with respect to
securities issued thereunder, all as more particularly described in the Pricing
Agreement, the Prospectus and the Prospectus Supplement relating to the Notes
and the forms of Notes referred to below, the Notes shall contain the following
terms:


 


(a)                                  The Notes shall be
entitled “3.5% Notes due 2009”;


 


(b)                                 The Notes shall be
limited in aggregate principal amount to $500,000,000, subject to any increase
in the aggregate principal amount of the Notes which the Corporation may in its
discretion effectuate in the future.


 


(c)           Interest
shall be payable to the persons in whose names the Notes are registered at the
close of business on the applicable Regular Record Date (as defined below);


 


(d)                                 The principal of the
Notes is payable on February 17, 2009;


 


(e)                                  The Notes shall bear
interest at the rate of 3.5% per annum beginning February 5, 2004.  Interest on the Notes will be payable
semi-annually on February 17 and August 17 of each year (each an
“Interest Payment Date”), commencing on August 17, 2004.  Interest shall be paid to persons in whose
names the Notes are registered on the February 1 or August 1
preceding the Interest Payment Date (each a “Regular Record Date”);


 


(f)                                    Payment of the
principal of, and any premium and interest on, the Notes will be made at the
office or agency of the Corporation maintained for that purpose in Chicago,
Illinois;


 

















 


(g)                                 The Notes may be
redeemed at any time at Abbott’s option, in whole or from time to time in part,
at a redemption price equal to the sum of (1) the principal amount of the Notes
being redeemed plus accrued interest to the redemption date and (2) the
Make-Whole Amount, as such term is defined in the Prospectus Supplement, if
any;


 


(h)                                 The Notes shall not
provide for any sinking fund;


 


(i)                                     The Notes are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple thereof;


 


(j)                                     The payment of the
principal of, and any premium and interest on, the Notes shall be made in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts;


 


(k)                                  The payment of
principal of, and any premium and interest on, the Notes shall not be
determined with reference to an index or formula;


 


(l)                                     There shall be no
optional currency or currency unit in which the payment of principal of, and
any premium and interest on, the Notes shall be payable;


 


(m)                               Both Section 13.2
and 13.3 of the Indenture shall apply to the Notes;


 


(n)                                 The Notes shall be in
the form of Book-Entry Securities as set forth in the Indenture;


 


(o)                                 The principal amount
of the Notes shall be payable upon declaration of acceleration pursuant to
Section 5.2 of the Indenture; and


 


(p)                                 The other terms and
conditions of the Notes shall be substantially as set forth in the Indenture
and in the Prospectus and the Prospectus Supplement relating to the Notes.


 


4.                                       The form of the
Notes shall be substantially as attached hereto as Exhibit A.


 


5.                                       The
price at which the Notes shall be sold by the Corporation to the Underwriters
pursuant to the Pricing Agreement shall be 98.869% of the principal amount
thereof, plus accrued interest, if any, from February 5, 2004 to the time
of delivery of the Notes.


 


6.                                       The
Notes due 2004 initially will be offered to the public by the Underwriters at
99.469% of the principal amount thereof, plus accrued interest, if any, from
February 5, 2004 to the time of delivery of the Notes.


 


7.                                       The
execution and delivery of the Pricing Agreement, dated February 2, 2004,
and substantially in the form attached hereto as Exhibit B, is hereby
approved.


 


8.                                       Any
officer of the Corporation is hereby authorized and empowered to execute the
Notes of the Corporation in the forms he or she deems appropriate, and to
deliver such Notes to the Trustee with a written order directing the Trustee to
have the Notes authenticated and delivered to such persons as such officer
designates.


 

















 


9.                                       J.P.
Morgan Trust Company, N.A., successor in interest to Bank One Trust Company,
N.A. is hereby designated and appointed as Paying Agent and Securities
Registrar with respect to the Notes.


 


* * * * *


 

















 


Dated:             February 2,
2004


 


	
   

  	
  Authorized Officers of

  
	
   

  	
  Abbott Laboratories

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  	
  Terrence C. Kearney

  	
   

  	 

	
   

  	
  Name:

  	
  Terrence C. Kearney

  
	
   

  	
  Title:  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ 

  	
  Thomas C. Freyman

  	
   

  	 

	
   

  	
  Name:

  	
  Thomas C. Freyman

  
	
   

  	
  Title:  Senior Vice President, Finance

  and Chief Financial Officer