Exhibit 10.9


 


Amended and Restated effective April 24,
2009


 


ABBOTT LABORATORIES NON-EMPLOYEE DIRECTORS’
FEE PLAN


 


SECTION 1.

PURPOSE


 


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


 


SECTION 2.

DIRECTORS COVERED


 


As used in the Plan, the term “Director”
means any person who is elected to the Board of Directors of the Company in
April, 1962 or at any time thereafter, and is not a full-time employee of the
Company or any of its subsidiaries.


 


SECTION 3.

FEES PAYABLE TO DIRECTORS


 


3.1           Each Director shall be entitled to a deferred monthly
fee of Nine Thousand Five Hundred Dollars ($9,500.00) for each calendar month
or portion thereof (excluding the month in which he is first elected a
Director) that he holds such office with the Company.


 


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


 


3.3           Audit Committee Fees


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


3.8           For purposes of Sections 3.1, 3.2, 3.3, 3.4, 3.5 and
3.6, the automatic deferral of the fees specified therein shall be subject to a
Director’s election to receive such fees currently pursuant to Section 4.1
or Section 9.1 of the Plan.


 


SECTION 4.

PAYMENT OF DIRECTORS’ FEES


 


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


 


2

















 


within the thirty (30) day period immediately
following the date he or she first becomes a Director eligible to participate
in the Plan (and all plans that would be aggregated with the Plan pursuant to
Treasury Regulation §1.409A-1(c)(2)(i)), provided, that the compensation
subject to such election relates solely to services performed after the date of
such election and provided  further, that such election shall
become irrevocable on the thirtieth day following the date he or she first
becomes a Director eligible to participate in the Plan.  In no event shall the fees subject to an
election under this Section 4.1 be paid later than the last day of the “applicable
2 1⁄2 month period”, as such term is defined in Treasury Regulation §
1.409A-1(b)(4)(i)(A).  Any Director who
has previously provided notice pursuant to this Section 4.1 may, by
written notice filed with the Secretary of the Company no later than December 31
in a calendar year, elect to defer payment of all or a portion of the monthly
and meeting fees earned by him in calendar years subsequent to the year in
which he files such notice, in which case such fees shall be paid to him in
accordance with Section 4.2 below.


 


4.2           A Director’s deferred fees earned pursuant to the Plan
shall commence to be paid on the first day of the calendar month next following
the earlier of his death or his attainment of age sixty-five (65) if he is not
then serving as a Director, or the termination of his service as a Director if
he serves as a Director after the attainment of age sixty-five (65).


 


4.3           A Director’s deferred fees that have commenced to be
payable pursuant to Section 4.2 shall be payable in annual installments in
the order in which they shall have been deferred (i.e., the deferred fees and
earnings thereon for the earliest year of service as a Director will be paid on
the date provided for in Section 4.2, the deferred fees for the next
earliest year of service as a Director will be paid on the anniversary of the
payment of the first installment, etc.).


 


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


 


4.5           If a Director incurs a termination of service as a
Director within two (2) years following the occurrence of a Change in
Control (as defined below), the aggregate unpaid balance of such Director’s
deferred fees plus all unpaid interest credited thereon, shall be paid to such
Director in a lump sum within thirty (30) days following the date of such
termination of service; provided, however, that if such Change in
Control does not constitute a “change in control event” (as defined in Treasury
Regulation § 1.409A-3(i)(5)), then the aggregate unpaid balance of such
Director’s deferred fees shall be paid in accordance with Sections 4.2 and 4.3.


 


Notwithstanding any other provision of the
Plan, if a Director has made the alternative election set forth in Section 9.1,
and if such Director incurs a termination of service as a Director within five (5) years
following the occurrence of a Change in Control, the aggregate unpaid balance
of such Director’s fees deposited to the Director’s Grantor Trust (as defined
below) plus all unpaid interest credited thereon, shall be paid to such
Director from the Director’s Grantor Trust in a lump sum within thirty (30)
days following the date of such termination of service.


 


4.6           A “Change in Control” shall be deemed to have occurred
on the earliest of the following dates:


 


3

















 


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


 


(ii)                                  the date the following individuals
cease for any reason to constitute a majority of the number of directors then
serving: individuals who, on the date hereof, constitute the Board of Directors
and any new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board of Directors or
nomination for election by the Company’s shareholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or


 


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


 


4

















 


Company or its Affiliates) representing 20%
or more of the combined voting power of the Company’s then outstanding
securities; or


 


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


 


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


 


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


 


4.7           A “Potential Change in Control” shall exist during any
period in which the circumstances described in paragraphs (i), (ii), (iii) or
(iv), below, exist (provided, however, that a Potential Change in Control shall
cease to exist not later than the occurrence of a Change in Control):


 


5

















 


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


 


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


 


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


 


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


 


4.8           The provisions of Sections 4.5, 4.6, 4.7 and this Section 4.8
may not be amended or deleted, nor superseded by any other provision of this
Plan, (i) during the pendency of a Potential Change in Control and (ii) during
the period beginning on the date of a Change in Control and ending on the date
five (5) years following such Change in Control.


 


SECTION 5.

DIRECTORS’ RETIREMENT BENEFIT


 


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


 


6

















 


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


 


5.2           Any person serving as a Director on December 12,
1997 who elects to have his or her retirement benefit paid pursuant to this Section 5.2
shall receive a monthly benefit equal to $4,167. Payment of the monthly benefit
shall commence on the first day of the calendar month next following the
earlier of the Director’s death or termination of service as a Director. Unless
the retirement benefit is terminated, the monthly benefit shall continue to be
paid on the first day of each calendar month thereafter, until the benefit has
been paid for one hundred and twenty (120) months, or until the death of the
Director or surviving spouse, if earlier. If a Director should die with such
benefit still in effect, prior to receipt of all payments due hereunder, the
monthly benefit shall continue to the surviving spouse of such Director until
all payments due hereunder have been made or until the death of the surviving
spouse, if earlier.


 


5.3           Directors who retired on or before December 12,
1997 will receive the form and amount of retirement benefit payable under the
terms of the Plan in effect at the time of their retirement.


 


5.4           Each Director who is granted a retirement benefit
hereunder shall make him or herself available for such consultation with the
Board of Directors or any committee or member thereof, as may be reasonably
requested from time to time by the Chairman of the Board of Directors,
following such Director’s termination of service as a Director. The Company
shall reimburse each such Director for all reasonable travel, lodging and
subsistence expenses incurred by the Director at the request of the Company in
rendering such consultation. The Company may terminate the retirement benefit
if the Director should fail to render such consultation, unless prevented by
disability or other reason beyond the Director’s control.


 


5.5           It is recognized that during a Director’s period of
service as a Director and as a consultant hereunder, a Director will acquire
knowledge of the affairs of the Company and its subsidiaries, the disclosure of
which would be contrary to the best interests of the Company. Accordingly, the
Company may terminate the retirement benefit if, without the express consent of
the Company, the Director accepts election to the Board of Directors of,
acquires a partnership or proprietary interest in, or renders services as an
employee or consultant to, any business entity which is engaged in substantial
competition with the Company or any of its subsidiaries.


 


5.6           An individual will be considered a Director’s “surviving
spouse” for purposes of Section 5 only if the Director and such individual
were married in a religious or civil ceremony


 


7

















 


recognized under the laws of the state where
the marriage was contracted and the marriage remained legally effective at the
date of the Director’s death.


 


SECTION 6.

CONVERSION TO COMMON STOCK UNITS


 


6.1           Any Director who is then serving as a director may, by
written notice filed with the Secretary of the Company, irrevocably elect to
have all or any portion of deferred fees previously earned but not yet paid,
transferred from the Director’s Deferred Fee Account to a Stock Account
established under this Section 6. Any election as to a portion of such
fees shall be expressed as a percentage and the same percentage shall be
applied to all such fees regardless of the calendar year in which earned or to
all deferred fees earned in designated calendar years, as specified by the
Director. A Director may make no more than one notional investment election
under this Section 6.l in any calendar year. All such elections may apply
only to deferred fees for which an election has not previously been made and
shall be irrevocable.


 


6.2           Any Director may, by written notice filed with the
Secretary of the Company, elect to have all or any portion of deferred fees
earned subsequent to the date such notice is filed credited to a Stock Account
established under this Section 6. Fees covered by such election shall be
credited to such account at the end of each calendar quarter in, or for which,
such fees are earned. Such election may be revoked or modified by such
Director, by written notice filed with the Secretary of the Company, as to
deferred fees to be earned in calendar years subsequent to the calendar year
such notice is filed, but shall be irrevocable as to deferred fees earned prior
to such year.


 


6.3           Deferred fees credited to a Stock Account under Section 6.1
shall be converted to Common Stock Units by dividing the deferred fees so
credited by the closing price of common shares of the Company on the date the
notice of election under Section 6 is received by the Company (or the next
business day, if there are no sales on such date) as reported on the New York
Stock Exchange Composite Reporting System. Deferred fees credited to a Stock
Account under Section 6.2 shall be converted to Common Stock Units by
dividing the deferred fees so credited by the closing price of common shares of
the Company as of the last business day of the calendar quarter for which the
credit is made, as reported on the New York Stock Exchange Composite Reporting
System.


 


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


 


6.5           The value of the Common Stock Units credited each
Director shall be paid to the Director in cash on the dates specified in Section 4.3
(or, if applicable, Section 4.5). The amount of each payment shall be
determined by multiplying the Common Stock Units payable on each date specified
in Section 4.3 (or, if applicable, Section 4.5) by the closing price
of common


 


8
















 


shares of the Company on the day prior to the payment date
(or the next preceding business day if there are no sales on such date), as
reported by the New York Stock Exchange Composite Reporting System.


 


SECTION 7.

MISCELLANEOUS


 


7.1           Each
Director or former Director entitled to payment of deferred fees hereunder,
from time to time may name any person or persons (who may be named contingently
or successively) to whom any deferred Director’s fees earned by him and payable
to him are to be paid in case of his death before he receives any or all of
such deferred Director’s fees.  Each
designation will revoke all prior designations by the same Director or former
Director, shall be in a form prescribed by the Company, and will be effective
only when filed by the Director or former Director in writing with the
Secretary of the Company during his lifetime. If a deceased Director or former
Director shall have failed to name a beneficiary in the manner provided above,
or if the beneficiary named by a deceased Director or former Director dies
before him or before payment of all the Director’s or former Director’s
deferred Directors’ fees, the Company, in its discretion, may direct payment of
the remaining installments required by Section 4.3 to either:


 


(a)           any
one or more or all of the next of kin (including the surviving spouse) of the
Director or former Director, and in such proportions as the Company determines;
or


 


(b)           the
legal representative or representatives of the estate of the last to die of the
Director or former Director and his last surviving beneficiary.


 


The person or persons to whom any deceased Director’s
or former Director’s deferred Directors’ fees are payable under this Section will
be referred to as his “beneficiary.”


 


7.2           Establishment
of the Plan and coverage thereunder of any person shall not be construed to
confer any right on the part of such person to be nominated for reelection to
the Board of Directors of the Company, or to be reelected to the Board of
Directors.


 


7.3           Payment
of deferred Directors’ fees will be made only to the person entitled thereto in
accordance with the terms of the Plan, and deferred Directors’ fees are not in
any way subject to the debts or other obligations of persons entitled thereto,
and may not be voluntarily or involuntarily sold, transferred or assigned. When
a person entitled to a payment under the Plan is under legal disability or, in
the Company’s opinion, is in any way incapacitated so as to be unable to manage
his financial affairs, the Company may direct that payment be made to such
person’s legal representative, or to a relative or friend of such person for
his benefit. Any payment made in accordance with the preceding sentence shall
be in complete discharge of the Company’s obligation to make such payment under
the Plan.


 


7.4           Any
action required or permitted to be taken by the Company under the terms of the
Plan shall be by affirmative vote of a majority of the members of the Board of
Directors then in office.


 


9

















 


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


 


7.6           To
the extent applicable, it is intended that the Plan comply with the provisions
of Section 409A of the Code.  The
Plan will be administered and interpreted in a manner consistent with this
intent, and any provision that would cause the Plan to fail to satisfy Section 409A
of the Code will have no force and effect until amended to comply therewith
(which amendment may be retroactive to the extent permitted by Section 409A
of the Code).  Notwithstanding anything
contained herein to the contrary, for all purposes of this Plan, a Director
shall not be deemed to have had a termination of service as a Director until
the Director has incurred a separation from service as defined in Treasury
Regulation §1.409A-1(h) and, to the extent required to avoid accelerated
taxation and/or tax penalties under Code Section 409A and applicable
guidance issued thereunder, payment of the amounts payable under the Plan that
would otherwise be payable during the six-month period after the date of
termination shall instead be paid on the first business day after the
expiration of such six-month period, plus interest thereon, at a rate equal to
the rate specified in Section 9.8 (to the extent that such interest is not
already provided to the participant under Section 9.10), from the respective
dates on which such amounts would otherwise have been paid until the actual
date of payment.  In addition, for
purposes of the Plan, each amount to be paid and each installment payment shall
be construed as a separate identified payment for purposes of Section 409A
of the Code.


 


SECTION 8.

AMENDMENT AND DISCONTINUANCE


 


While the Company expects to continue the Plan, it must necessarily
reserve, and does hereby reserve, the right to amend or discontinue the Plan at
any time; provided, however, that any amendment or discontinuance of the Plan
shall be prospective in operation only, and shall not affect the payment of any
deferred Directors’ fees theretofore earned by any Director, or the conditions
under which any such fees are to be paid or forfeited under the Plan. Any
discontinuance of the Plan by the Company shall comply with the requirements of
Section 409A of the Code.


 


SECTION 9.

ALTERNATE PAYMENT OF FEES


 


9.1           By
written notice filed with the Secretary of the Company prior to each calendar
year beginning after December 31, 1988, a Director may elect to receive
all or a portion of his fees earned in the following calendar year in
accordance with the provisions of Section 9.  An election under this Section 9.1 shall
become irrevocable as of December 31 of the calendar year prior to the
year in which such monthly and meeting fees will be earned (or, in the case of
a new Director, on the 30th day following the Director’s first
participation in the Plan and all plans that


 


10

















 


would be aggregated with the Plan pursuant to Treasury Regulation
§1.409A-1(c)(2)(i), provided, that the compensation subject to such
election relates solely to services performed after the date of such election).


 


9.2           If
payment of a Director’s fees is made pursuant to Section 9.1, such fees
shall not be deferred and a portion of such fees shall be paid currently in
cash for the Director directly to a “Grantor Trust” established by the
Director, provided such trust is in a form which the Company determines to be
substantially similar to the trust attached to this plan as Exhibit B; and
the balance of the fees shall be paid currently in cash directly to the
Director, provided that the payment made directly to the Director shall equal
the aggregate federal, state and local individual income taxes attributable to
the fees paid pursuant to this Section 9.2 (determined in accordance with Section 9.14).  In no event shall such fees be paid to the
Grantor Trust or directly to the Director later than the last day of the “applicable
2 1⁄2 month period”, as such term is defined in Treasury Regulation §
1.409A-1(b)(4)(i)(A).


 


9.3           The
Company will establish and maintain four separate accounts in the name of each
Director who has made an election under Section 9.1 as follows: a “Pre-Tax
Fee Account”, an “After-Tax Fee Account”, a “Pre-Tax Stock Account” and an “After-Tax
Stock Account” (collectively, the “Accounts”).


 


(a)           The
Pre-Tax Fee Account shall reflect any fees paid in cash to a Director
(including amounts deposited to a Director’s Grantor Trust) pursuant to Section 9.2,
and interest to be credited to a Director pursuant to Section 9.8.  The After-Tax Fee Account shall also reflect
such amounts but shall be maintained on an after-tax basis.


 


(b)           The
Pre-Tax Stock Account shall reflect the total amount of fees converted to Common
Stock Units pursuant to Section 6 and any adjustments made pursuant to
that Section and Section 9.9. The After-Tax Stock Account shall also
reflect such amounts but shall be maintained on an after-tax basis.


 


(c)           The
Accounts established pursuant to this Section 9.3 are for the convenience
of the administration of the Plan and no trust relationship with respect to
such Accounts is intended or should be implied.


 


9.4           As of the end of each calendar year, the Company shall adjust
each Director’s Pre-Tax Fee Account as follows:


 


(a)             FIRST,
charge, in any year in which the Director is entitled to receive a distribution
from his or her Grantor Trust, an amount equal to the distribution from the fee
account maintained thereunder that would have been made to the Director if the
aggregate amounts paid according to Section 9.2 had instead been deferred
under Section 3;


 


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


 


11

















 


(c)             FINALLY, credit an amount equal to the Interest earned for
that year according to Section 9.8.


 


9.5           As
of the end of each calendar year, the Company shall adjust each Director’s
After-Tax Fee Account as follows:


 


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


 


(b)           NEXT,
credit an amount equal to the fees not converted to Common Stock Units that are
paid that year to the Director directly to the Director’s Grantor Trust
according to Section 9.2; and


 


(c)           FINALLY,
credit an amount equal to the After-Tax Interest earned for that year according
to Section 9.8.


 


9.6           As of the end of each calendar year, the Company shall adjust
each Director’s Pre-Tax Stock Account as follows:


 


(a)             FIRST, charge, in any year in which the Director is entitled
to receive a distribution from his or her Grantor Trust, an amount equal to the
distribution that would have been made to the Director if the aggregate amount
of fees paid according to Section 9.2 had instead been deferred under Section 3
and the adjustments had been made under Section 6;


 


(b)             NEXT, credit an amount equal to any fees for that year that
are converted to Common Stock Units and paid to the Director (including the
amount deposited in the Director’s Grantor Trust to the stock account
maintained thereunder) according to Section 9.2; and


 


(c)           FINALLY,
credit an amount equal to the Book Value Adjustments to be made for that year
according to Section 9.9.


 


9.7           As
of the end of each calendar year, the Company shall adjust each Director’s
After-Tax Stock Account as follows:


 


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


 


12

















 


and the denominator of which is the balance of the Director’s
Pre-Tax Stock Account as of that same date;


 


(b)           NEXT, credit an amount equal to the fees converted to Common
Stock Units that are paid that year to the Director directly to the Director’s
Grantor Trust and allocated to the stock account maintained thereunder
according to Section 9.2; and


 


(c)           FINALLY,
credit an amount equal to the Book Value Adjustments to be made for that year
according to Section 9.9.


 


9.8


 


(a)           As
of the end of each calendar year, a Director’s Pre-Tax Fee Account shall be
credited with interest (“Interest”) at the following rate:


 


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


 


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


 


(b)           As
of the end of each calendar year, a Director’s After-Tax Fee Account shall be
credited with the amount of Interest set forth above, multiplied by the
aggregate of the federal, state and local individual income tax rates
determined in accordance with subsection 9.14 (the “After-Tax Interest”).


 


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


 


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


 


9.11         In addition
to the fees paid under Section 9.2 during the year and the Guaranteed Rate
Payment described above, the Company shall also make a payment to a Director’s
Grantor


 


13

















 


Trust (a “Guaranteed Principal Payment”) for each year in
which the Grantor Trust is in effect, to be credited to the stock account
maintained thereunder.  The “Guaranteed
Principal Payment” shall equal the excess, if any, of 75 percent of the balance
of the Director’s After-Tax Stock Account on December 31 over the balance
in the stock account maintained under the Director’s Grantor Trust as of that
same date. For the calendar year in which the last installment distribution is
made from the Director’s Grantor Trust (meaning, the year that is X years
following the year of the event triggering the payments, where X is the same
number of years served by the Director), the payment made under this Section 9.11
shall equal the excess, if any, of 100 percent of the balance of the Director’s
After-Tax Stock Account over the balance in the stock account maintained under
the Director’s Grantor Trust as of that same date.  Any Guaranteed Principal Payment required
under this Section 9.11 shall be made within the thirty (30) days
beginning April 1 of the following calendar year.


 


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


 


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


 


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


 


9.15         If a portion of a Director’s fees have
been paid to a Grantor Trust pursuant to Section 9.2, then those fees and
earnings thereon shall be paid to him or her from the Grantor Trust in the
order in which they were earned (i.e., the fees for the earliest year of
service as a Director will be the first fees distributed from the Grantor
Trust(s), the fees for the next earliest year of service as a Director will be
paid on the anniversary of the payment of the first


 


14

















 


installment, etc.)  The distribution of a Director’s fees shall
continue until all fees to which the Director is entitled to receive under the
Plan shall have been paid in accordance with the terms of the Grantor Trust(s).


 


15

















 


Exhibit A


 


ABBOTT
LABORATORIES NON-EMPLOYEE DIRECTORS’ FEE PLAN


 


[Abbott
Laboratories Non-Employee Directors’ Fee Plan, as amended, as filed as Exhibit 10.1
to the Abbott Laboratories Current Report on Form 8-K dated February 17,
2006.]


 
















 


Exhibit B


 


IRREVOCABLE GRANTOR TRUST AGREEMENT


 


THIS RESTATED AGREEMENT, made this
             day of
                            ,
2008, by and between
                   
of           ,
                (the
“grantor”), and The Northern Trust Company located at Chicago, Illinois, as
trustee (the “trustee”),


 


WITNESSETH THAT:


 


WHEREAS, the grantor has established a trust
known as the “            Grantor
Trust”, dated                 ,
to hold certain benefits received by the grantor under the Abbott Laboratories
Non-Employee Directors’ Fee Plan, as it may be amended from time to time; and


 


WHEREAS, the grantor, with the consent of the
administrator of the referenced trust, desires to amend the agreement creating
the referenced trust (“trust agreement”) in many respects and believes the
trust agreement, as so amended, would be easier to understand if restated.


 


NOW, THEREFORE, the grantor amends the trust
agreement by substituting for it and all prior amendments the following
provisions which set forth all of the terms and conditions relating to the
administration, investment and distribution of the trust property after this
date:


 


ARTICLE I

Introduction


 


I-1.   Name.  This agreement and the trust hereby evidenced
(the “trust”) may be referred to as the “                   Grantor
Trust.”


 


I-2.  The
Trust Fund.  The “trust fund” as at
any date means all property then held by the trustee under this agreement.


 


I-3. Status of the Trust.  The trust shall be irrevocable.  The trust is intended to constitute a grantor
trust under Sections 671-678 of the Internal Revenue Code, as amended, and
shall be construed accordingly.


 


I-4. The Administrator.  Abbott Laboratories (“Abbott”) shall act as
the “administrator” of the trust, and as such shall have certain powers, rights
and duties under this agreement as described below.  Abbott will certify to the trustee from time
to time the person or persons authorized to act on behalf of Abbott as the
administrator.  The trustee may rely on
the latest certificate received without further inquiry or verification.


 


I-5. Acceptance.  The trustee accepts the duties and
obligations of the “trustee” hereunder, agrees to accept funds delivered to it
by the grantor or the administrator, and agrees to hold such


 

















 


funds (and any proceeds from
the investment of such funds) in trust in accordance with this agreement.


 


ARTICLE II

Distribution of the Trust Fund


 


II-1.  Separate
Accounts.  The administrator shall
maintain two separate accounts under the trust, a “deferred account” and a “stock
account.” Funds delivered to the trustee shall be allocated between the
accounts by the trustee as directed by the administrator.  As of the end of each calendar year, the
administrator shall charge each account with all distributions made from such
account during that year; and credit each account with its share of income and
realized gains and charge each account with its share of expenses and realized
losses for the year.  The trustee shall
be required to make separate investments of the trust fund for the accounts,
and may not administer and invest all funds delivered to it under the trust as
one trust fund.


 


II-2.  Distributions
Prior to the Grantor’s Death. 
Principal and accumulated income shall not be distributed from the trust
prior to the grantor’s termination of service as a Director of Abbott (the
grantor’s “settlement date”); provided that, each year the administrator may
direct the trustee to distribute to the grantor a portion of the income of the
trust fund for that year, with the balance of such income to be accumulated in
the trust.  The administrator shall
inform the trustee of the grantor’s settlement date.  Thereafter, the trustee shall distribute the
trust fund to the grantor, if then living, in a series of annual installments,
commencing on the first day of the month next following the later of the
grantor’s settlement date or the date the grantor attains age 65 years.  The administrator shall inform the trustee of
the number of installment distributions and the amount of each installment
distribution under this paragraph II-2, and the trustee shall be fully
protected in relying on such information received from the administrator.


 


II-3.  Distributions
After the Grantor’s Death.  The
grantor, from time to time may name any person or persons (who may be named
contingently or successively and who may be natural persons or fiduciaries) to
whom the principal of the trust fund and all accrued or undistributed income
thereof shall be distributed in a lump sum or, if the beneficiary is the grantor’s
spouse (or a trust for which the grantor’s spouse is the sole income
beneficiary), in installments, as directed by the grantor, upon the grantor’s
death.  If the grantor directs an
installment method of distribution to the spouse as beneficiary, any amounts
remaining at the death of the spouse beneficiary shall be distributed in a lump
sum to the executor or administrator of the spouse beneficiary’s estate.  If the grantor directs an installment method
of distribution to a trust for which the grantor’s spouse is the sole income
beneficiary, any amounts remaining at the death of the spouse shall be
distributed in a lump sum to such trust. 
Despite the foregoing, if (i) the beneficiary is a trust for which
the grantor’s spouse is the sole income beneficiary, (ii) payments are
being made pursuant to this paragraph II-3 other than in a lump sum and (iii) income
earned by the trust fund for the year exceeds the amount of the annual
installment payment, then such trust may elect to withdraw such excess income by
written notice to the trustee.  Each
designation shall revoke all prior designations, shall be in writing and shall
be effective only when filed by the grantor with the administrator during the
grantor’s lifetime.  If the grantor fails
to direct a method of distribution, the distribution shall be made in a lump
sum.  If the grantor fails to designate a
beneficiary as provided above, then on the grantor’s death, the trustee shall


 


2

















 


distribute the balance of the
trust fund in a lump sum to the executor or administrator of the grantor’s
estate.


 


II-4.  Facility
of Payment.  When a person entitled
to a distribution hereunder is under legal disability, or, in the trustee’s
opinion, is in any way incapacitated so as to be unable to manage his or her
financial affairs, the trustee may make such distribution to such person’s
legal representative, or to a relative or friend of such person for such person’s
benefit.  Any distribution made in
accordance with the preceding sentence shall be a full and complete discharge
of any liability for such distribution hereunder.


 


II-5.  Perpetuities.  Notwithstanding any other provisions of this
agreement, on the day next preceding the end of 21 years after the death of the
last to die of the grantor and the grantor’s descendants living on the date of
this instrument, the trustee shall immediately distribute any remaining balance
in the trust to the beneficiaries then entitled to distributions hereunder.


 


ARTICLE III

Management of the Trust Fund


 


III-1. 
General Powers.  The
trustee shall, with respect to the trust fund, have the following powers,
rights and duties in addition to those provided elsewhere in this agreement or
by law:


 


	
  (a)

  	
   

  	
  Subject to
  the limitations of subparagraph (b) next below, to sell, contract to
  sell, purchase, grant or exercise options to purchase, and otherwise deal
  with all assets of the trust fund, in such way, for such considerations, and
  on such terms and conditions as the trustee decides.

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  To retain in
  cash such amounts as the trustee considers advisable; and to invest and
  reinvest the balance of the trust fund, without distinction between principal
  and income, in common stock of Abbott Laboratories, or in obligations of the
  United States Government and its agencies or which are backed by the full
  faith and credit of the United States Government or in any mutual fund,
  common trust fund or collective investment fund which invests solely in such
  obligations; and any such investment made or retained by the trustee in good
  faith shall be proper despite any resulting risk or lack of diversification
  or marketability.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  To deposit
  cash in any depositary (including the banking department of the bank acting
  as trustee) without liability for interest, and to invest cash in savings
  accounts or time certificates of deposit bearing a reasonable rate of
  interest in any such depositary.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  To invest,
  subject to the limitations of subparagraph (b) above, in any common or
  commingled trust fund or funds maintained or administered by the trustee
  solely for the investment of trust funds.

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  To borrow
  from anyone, with the administrator’s approval, such sum or sums from time to
  time as the trustee considers desirable to carry out this trust, and to
  mortgage or pledge all or part of the trust fund as security.

  



 


3

















 


	
  (f)

  	
   

  	
  To retain
  any funds or property subject to any dispute without liability for interest
  and to decline to make payment or delivery thereof until final adjudication
  by a court of competent jurisdiction or until an appropriate release is
  obtained.

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  To begin,
  maintain or defend any litigation necessary in connection with the
  administration of this trust, except that the trustee shall not be obliged or
  required to do so unless indemnified to the trustee’s satisfaction.

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  To
  compromise, contest, settle or abandon claims or demands.

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  To give
  proxies to vote stocks and other voting securities, to join in or oppose
  (alone or jointly with others) voting trusts, mergers, consolidations,
  foreclosures, reorganizations, liquidations, or other changes in the
  financial structure of any corporation, and to exercise or sell stock
  subscription or conversion rights.

  
	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  To hold
  securities or other property in the name of a nominee, in a depositary, or in
  any other way, with or without disclosing the trust relationship.

  
	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  To divide or
  distribute the trust fund in undivided interests or wholly or partly in kind.

  
	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  To pay any
  tax imposed on or with respect to the trust; to defer making payment of any
  such tax if it is indemnified to its satisfaction in the premises; and to
  require before making any payment such release or other document from any
  lawful taxing authority and such indemnity from the intended payee as the
  trustee considers necessary for its Protection.

  
	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  To deal
  without restriction with the legal representative of the grantor’s estate or
  the trustee or other legal representative of any trust created by the grantor
  or a trust or estate in which a beneficiary has an interest, even though the
  trustee, individually, shall be acting in such other capacity, without
  liability for any loss that may result.

  
	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  To appoint
  or remove by written instrument any bank or corporation qualified to act as
  successor trustee, wherever located, as special trustee as to part or all of
  the trust fund, including property as to which the trustee does not act, and
  such special trustee, except as specifically limited or provided by this or
  the appointing instrument, shall have all of the rights, titles, powers,
  duties, discretions and immunities of the trustee, without liability for any
  action taken or omitted to be taken under this or the appointing instrument.

  
	
   

  	
   

  	
   

  
	
  (o)

  	
   

  	
  To appoint
  or remove by written instrument any bank, wherever located, as custodian of
  part or all of the trust fund, and each such custodian shall have such
  rights, powers, duties and discretions as are delegated to it by the trustee.

  
	
   

  	
   

  	
   

  
	
  (p)

  	
   

  	
  To employ
  agents, attorneys, accountants or other persons, and to delegate to them such
  powers as the trustee considers desirable, and the trustee shall be

  



 


4

















 


	
   

  	
   

  	
  protected in
  acting or refraining from acting on the advice of persons so employed without
  court action.

  
	
   

  	
   

  	
   

  
	
  (q)

  	
   

  	
  To perform
  any and all other acts which in the trustee’s judgment are appropriate for
  the proper management, investment and distribution of the trust fund.

  



 


III-2. 
Principal and Income.  Any
income earned on the trust fund, which is not distributed as provided in Article II
shall be accumulated and from time to time added to the principal of the
trust.  The grantor’s interest in the
trust shall include all assets or other property held by the trustee hereunder,
including principal and accumulated income.


 


III-3. 
Statements.  The trustee
shall prepare and deliver monthly to the administrator and annually to the
grantor, if then living, otherwise to each beneficiary then entitled to
distributions under this agreement, a statement (or series of statements)
setting forth (or which taken together set forth) all investments, receipts,
disbursements and other transactions effected by the trustee during the
reporting period; and showing the trust fund and the value thereof at the end
of such period.


 


III-4. 
Compensation and Expenses. 
All reasonable costs, charges and expenses incurred in the
administration of this trust, including compensation to the trustee, any
compensation to agents, attorneys, accountants and other persons employed by
the trustee, and expenses incurred in connection with the sale, investment and
reinvestment of the trust fund shall be paid from the trust fund.


 


5

















 


ARTICLE IV

General Provisions


 


IV-1.  Interests
Not Transferable.  The interests of
the grantor or other persons entitled to distributions hereunder are not
subject to their debts or other obligations and may not be voluntarily or
involuntarily sold, transferred, alienated, assigned or encumbered.


 


IV-2.  
Disagreement as to Acts. 
If there is a disagreement between the trustee and anyone as to any act
or transaction reported in any accounting, the trustee shall have the right to
a settlement of its account by any proper court.


 


IV-3.  Trustee’s
Obligations.  No power, duty or
responsibility is imposed on the trustee except as set forth in this
agreement.  The trustee is not obliged to
determine whether funds delivered to or distributions from the trust are proper
under the trust, or whether any tax is due or payable as a result of any such
delivery or distribution.  The trustee
shall be protected in making any distribution from the trust as directed
pursuant to Article II without inquiring as to whether the distributee is
entitled thereto; and the trustee shall not be liable for any distribution made
in good faith without written notice or knowledge that the distribution is not
proper under the terms of this agreement.


 


IV-4.  Good
Faith Actions.  The trustee’s
exercise or non-exercise of its powers and discretions in good faith shall be
conclusive on all persons.  No one shall
be obliged to see to the application of any money paid or property delivered to
the trustee.  The certificate of the
trustee that it is acting according to this agreement will fully protect all
persons dealing with the trustee.


 


IV-5.  Waiver
of Notice.  Any notice required under
this agreement may be waived by the person entitled to such notice.


 


IV-6.  Controlling
Law.  The laws of the State of
Illinois shall govern the interpretation and validity of the provisions of this
agreement and all questions relating to the management, administration,
investment and distribution of the trust hereby created.


 


IV-7.  Successors.  This agreement shall be binding on all
persons entitled to distributions hereunder and their respective heirs and
legal representatives, and on the trustee and its successors.


 


6

















 


ARTICLE V

Changes in Trustee


 


V-1.  Resignation
or Removal of Trustee.  The trustee
may resign at any time by giving thirty days’ advance written notice to the
administrator and the grantor.  The
administrator may remove a trustee by written notice to the trustee and the
grantor.


 


V-2.  Appointment
of Successor Trustee.  The
administrator shall fill any vacancy in the office of trustee as soon as
practicable by written notice to the successor trustee; and shall give prompt
written notice thereof to the grantor, if then living, otherwise to each
beneficiary then entitled to payments or distributions under this
agreement.  A successor trustee shall be
a bank (as defined in Section 581 of the Internal Revenue Code, as
amended).


 


V-3.  Duties
of Resigning or Removed Trustee and of Successor Trustee.  A trustee that resigns or is removed shall
furnish promptly to the administrator and the successor trustee an account of
its administration of the trust from the date of its last account.  Each successor trustee shall succeed to the
title to the trust fund vested in its predecessor without the signing or filing
of any instrument, but each predecessor trustee shall execute all documents and
do all acts necessary to vest such title of record in the successor
trustee.  Each successor trustee shall
have all the powers conferred by this agreement as if originally named
trustee.  No successor trustee shall be
personally liable for any act or failure to act of a predecessor trustee.  With the approval of the administrator, a
successor trustee may accept the account furnished and the property delivered
by a predecessor trustee without incurring any liability for so doing, and such
acceptance will be complete discharge to the predecessor trustee.


 


ARTICLE VI

Amendment and Termination


 


VI-1.  Amendment.  With the consent of the administrator, this
trust may be amended from time to time by the grantor, if then living,
otherwise by a majority of the beneficiaries then entitled to payments or
distributions hereunder, except as follows:


 


(a)         The
duties and liabilities of the trustee cannot be changed substantially without
its consent.


 


(b)         This
trust may not be amended so as to make the trust revocable.


 


VI-2.  Termination.  This trust shall not terminate, and all
rights, titles, powers, duties, discretions and immunities imposed on or
reserved to the trustee, the administrator, the grantor and the beneficiaries
shall continue in effect, until all assets of the trust have been distributed
by the trustee as provided in Article II.


 


*                              *                              *


 


7

















 


IN WITNESS WHEREOF, the grantor has executed
this amending instrument as of the day and year first above written.


 


 


	
   

  	
   

  
	
   

  	
  Grantor

  



 


The undersigned, as trustee, acknowledges
receipt of the foregoing amending instrument as of the day and year first above
written.


 


	
   

  	
  The Northern
  Trust Company as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  



 


The undersigned, as a duly authorized
representative of the administrator of the trust, hereby consents to the
foregoing amending instrument as of the day and year first above written.


 


 


	
   

  	
  Abbott
  Laboratories

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  



 


8