Exhibit 4.29


 


ABBOTT
LABORATORIES


 


3.5%
Note Due 2009


 


	
  No. 1001

  	
   

  	
  $500,000,000

  
	
  CUSIP
  No. 002824 AN 0

  	
   

  	
   

  



 


This Security is a
Security in a global form within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depository or a nominee of the
Depository.  This global Security is
exchangeable for Securities registered in the name of a Person other than the
Depository or its nominee only in the limited circumstances described in the Indenture,
and no transfer of this Security (other than a transfer of this Security as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in such limited circumstances.


 


Unless this Security is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any Security issued upon registration of
transfer of, or in exchange for, or in lieu of, this Security is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made
to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.


 

















 


ABBOTT
LABORATORIES


 


ABBOTT LABORATORIES, a
corporation duly organized and existing under the laws of Illinois (herein
called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., as nominee for The Depository Trust Company, or registered
assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on
February 17, 2009 and to pay interest thereon from February 5, 2004
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on February 17 and August 17 in
each year, commencing August 17, 2004, at the rate of 3.5% per annum,
until the principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at
the office or agency of the Company maintained for that purpose in Chicago,
Illinois, 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; provided,
however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to herein by
manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an
Indenture, dated as of February 9, 2001 (herein called the “Indenture”),
between the Company and J.P. Morgan Trust Company, N.A., successor in interest
to Bank One Trust Company, N.A., as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, limited in aggregate
principal amount to $500,000,000.


 

















 


The Securities of this
series may be redeemed at any time at the Company’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 any Securities of this series being redeemed plus accrued interest
to the redemption date and (2) the Make-Whole Amount (as defined below), if
any.


 


If the Company has given
notice as provided in the Indenture and funds for the redemption of any
Securities of this series called for redemption have been made available on the
redemption date, such Securities will cease to bear interest on the date fixed
for redemption.  Thereafter, the only
right of the Holders of such Securities will be to receive payment of the
redemption price.


 


The Company will give
notice of any optional redemption to Holders at their addresses, as shown in
the Security Register for such Securities, not more than 60 nor less than 30
days prior to the date fixed for redemption. 
The notice of redemption will specify, among other items, the redemption
price and the principal amount of the Securities of this series held by such
Holder to be redeemed.


 


The Company will notify
the Trustee at least 45 days prior to giving notice of redemption (or such
shorter period as is satisfactory to the Trustee) of the aggregate principal
amount of the Securities of this series to be redeemed and their redemption
date.  If less than all of the
Securities of this series are to be redeemed, the Trustee shall select which
Securities are to be redeemed in a manner it deems to be fair and appropriate.


 


“Make-Whole Amount” means
the excess of (1) the aggregate present value, on the redemption date, of the
principal being redeemed or paid and the amount of interest (exclusive of
interest accrued to the date of redemption or accelerated payment) that would
have been payable if such redemption or accelerated payment had not been made,
over (2) the aggregate principal amount of the Securities of this series being
redeemed or paid.  Net present value
shall be determined by discounting, on a semi-annual basis, such principal and
interest at the Reinvestment Rate (as defined below and as determined on the
third business day preceding the date such notice of redemption is given or
declaration of acceleration is made) from the respective dates on which such
principal and interest would have been payable if such redemption or
accelerated payment had not been made.


 


“Reinvestment Rate” means
0.10% plus the arithmetic mean of the yields under the respective heading “Week
Ending” published in the most recent Statistical Release (as defined below)
under the caption “Treasury Constant Maturities” for the maturity (rounded to
the nearest month) corresponding to the remaining life to maturity, as of the
payment date of the principal being redeemed or paid.  If no maturity exactly corresponds to such maturity, yields for
the two published maturities most closely corresponding to such maturity shall
be calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to the nearest
month.  For the purpose of calculating
the Reinvestment Rate, the most recent Statistical Release published prior to
the date of determination of the Make-Whole Amount shall be used.


 

















 


“Statistical Release”
means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which
establishes yields on actively traded United States government securities
adjusted to constant maturities, or, if such statistical release is not
published at the time of any determination under the Indenture, then such other
reasonably comparable index which shall be designated by the Company.


 


The Securities of this series do not provide for a sinking fund.


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this
Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth
therein.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.


 


No reference herein to
the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registerable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 

















 


The Securities of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. 
As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


 


All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.


 


*    *    *


 

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


 


	
  Dated: February 5, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABBOTT LABORATORIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence C. Kearney

  	
   

  
	
   

  	
  Name: Terrence C. Kearney

  
	
   

  	
  Title:   Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ John A. Berry

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  J.P. Morgan Trust Company, N.A., successor
  in

  interest to Bank One Trust Company, N.A.,

  as Trustee, certifies that this is one of the

  Securities referred to in the within-mentioned

  Indenture.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Benita A. Pointer

  	
   

  	
   

  
	
  Authorized Signature