Exhibit 10.3


 


Amended
and Restated effective


January 1,
2008


 


ABBOTT LABORATORIES 401(K) SUPPLEMENTAL PLAN


 


SECTION 1


INTRODUCTION


 


1-1.          PURPOSE.  This Abbott
Laboratories 401(k) Supplemental Plan (the “Plan”) is being established by
Abbott Laboratories (“Abbott”) to provide eligible management employees of
Abbott an opportunity to accumulate capital for their retirement or other
termination of employment in excess of the contributions allowed under the
Abbott Laboratories Stock Retirement Plan (“Stock Plan”).


 


1-2.          EFFECTIVE DATE; GRANDFATHERED AMOUNTS. 
The Plan became effective as of October 1, 1993 and is hereby
amended and restated, effective as of January 1, 2008, in accordance with
the requirements of Section 409A (“Code Section 409A”) of the
Internal Revenue Code of 1986, as amended (the “Code”).  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
participants 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, provided that the provisions of the Plan,
as amended effective December 9, 2005 in accordance with Code Section 409A,
shall also apply to Grandfathered Amounts. 
Except as expressly provided above or elsewhere herein, amendments made
to the Plan pursuant to this amendment and restatement or otherwise shall not
affect the Grandfathered Amounts.  The
terms and conditions applicable to the Grandfathered Amounts are set forth in Exhibit A
attached hereto.


 


1-3.          ADMINISTRATION.  The Plan shall
be administered by the Compensation Committee (the “Committee”) appointed by
the Board of Directors of Abbott (the “Board of Directors”).


 


SECTION 2


ELIGIBILITY
AND PARTICIPATION


 


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


 

















 


participate in the Plan and
any contributions then being made on behalf of such employee shall immediately
cease.


 


2-2.          PARTICIPANT.  An eligible
employee may elect to participate in the Plan by electing to have contributions
made on the employee’s behalf as provided in Section 5.


 


SECTION 3


EMPLOYEE
CONTRIBUTIONS


 


3-1.          ALLOWABLE CONTRIBUTIONS.  An
eligible employee may elect to have his employer make “pre-tax contributions”
on his behalf in an amount not greater than 18% in total of his compensation in
any calendar year for services rendered to his employer. A pre-tax contribution
made by an employer on behalf of a participant shall reduce the participant’s
compensation at the time of payment of such compensation. Each election
hereunder shall be in writing, and shall be in multiples of 1% of compensation.


 


3-2.          COMPENSATION.  A participant’s “compensation”
shall have the same meaning as that term is used in subsection 7-2 of the Stock
Plan.


 


3-3.          MAXIMUM EMPLOYEE CONTRIBUTIONS. 
Notwithstanding subsection 3-1, in no event shall the sum of:


 


(a)           the participant’s total contributions, pre-tax contributions,
supplemental deposits and supplemental pre-tax contributions made under the
Stock Plan; plus


 


(b)           the participant’s total pre-tax contributions made under the Plan;


 


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


 


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


 


SECTION 4


EMPLOYER
CONTRIBUTIONS


 


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


 


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respect to such basic
contributions had such basic contributions been made under subsection 7-1 of
the Stock Plan.


 


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


 


SECTION 5


ELECTIONS


 


5-1.          ANNUAL ELECTIONS REQUIRED. 
Except as provided in Section 5-3, a participant shall elect to
make pre-tax contributions with respect to compensation earned in any calendar
year on or prior to December 31st of the prior calendar year.  Each such election shall be in writing, shall
be filed with the Committee, shall be effective only for the calendar year for
which made and shall be irrevocable.  An
employee who fails to make a timely election under this subsection 5-1 for a
calendar year may not contribute to the Plan during the following year.


 


5-2.          [Section intentionally omitted.]


 


5-3.          NEWLY ELIGIBLE AND NEWLY HIRED EMPLOYEES.  A newly hired corporate officer described in Section 2-1
shall become eligible to participate in the Plan on the first day of the month
next following the month after the individual’s date of hire; provided,
that in no event may such individual begin to participate in the Plan later
than 90 days following his or her date of hire. 
An eligible employee described in the preceding sentence (who was not
eligible to participate in any other plan that would be aggregated with the
Plan under Treasury Regulation §1.409A-1(c)) shall make the election described
in Section 5-1 within thirty (30) days of the date on which he first
becomes eligible under the Plan.  Any
such election shall become effective for compensation earned no earlier than
the first payroll period commencing after receipt of the election by the
Committee and shall be irrevocable for the remainder of the calendar year.  Any other newly eligible employee shall make
the election described in Section 5-1 no later than December 31st of the year in which such
employee first becomes eligible under the Plan. 
Any such election shall become effective for compensation earned in the
calendar year following the year in which the election is made.


 


5-4.          SPECIAL CONTRIBUTION FOR 1993. 
Employees who are serving as corporate officers of Abbott and who have
established “Grantor Trusts” under the 1986 Abbott Laboratories Management
Incentive Plan (“MIP”) as of October 1, 1993, may elect to make a lump-sum
contribution based on compensation earned during the period of January 1,
1993 through September 30, 1993 (the “Make-Up Period”) by filing an
election with the Administrator and tendering payment in cash to such Grantor
Trust of the amount of the contribution, not later than October 31,
1993.  Any such contribution shall not
exceed the maximum contribution allowed under subsection 3-3 based on the
employee’s Stock Plan contributions made, and compensation earned, during the
Make-Up Period.


 


5-5.          GRANTOR TRUST ELECTION.  At the
time of the annual elections described in subsection 5-1, each participant may
elect to have his pre-tax and employer contributions for the following year
deposited in a “Grantor Trust” established by the participant under the


 


3

















 


circumstances and on the
terms described in subsection 6-1, rather than defer such contributions under
subsection 5-1.  Any such election shall
be irrevocable and shall apply to all pre-tax contributions made during, and employer
contributions made for, such calendar year on behalf of such participant.  If the participant fails to make an election
under this subsection 5-5, the participant’s pre-tax contributions made during,
and employer contribution made for, such calendar year shall be retained by
Abbott and shall not be deposited in a Grantor Trust in the future.  In no event shall such contributions be paid
to the Grantor Trust 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).


 


SECTION 6


FUNDING
EMPLOYER AND EMPLOYEE CONTRIBUTIONS


 


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


 


6-2.          CONTRIBUTIONS TO BE RETAINED BY ABBOTT. 
Each participant’s pre-tax contributions and employer contributions for
which the participant has not filed an election under subsection 5-5 shall be
retained by Abbott and credited to a Deferred Account established under
subsection 7-1.


 


6-3.          AFTER ESTABLISHMENT OF GRANTOR TRUST. 
After a Grantor Trust has been established by a participant under
subsection 6-1, all pre-tax contributions and employer contributions made
thereafter for which the participant has filed an election under subsection
5-5, shall be deposited in such Grantor Trust (less the aggregate federal,
state and local individual income and employment taxes (determined under
subsection 8-5) attributable to such contributions). Such deposits shall be
made as soon as practicable after the last complete payroll period of the
calendar quarter in which the contributions are made.  The appropriate aggregate federal, state and
local individual income and employment taxes attributable to the contributions
shall be paid directly to the participant. 
In no event shall such contributions be paid to the Grantor Trust or the
participant 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).


 


6-4.          [Section intentionally omitted.]


 


6-5.          ELIMINATION OF GRANTOR TRUST FUNDING THRESHOLD.  Notwithstanding anything contained in the
Plan to the contrary, effective as of January 1, 2005, the Grantor Trust
established by the participant shall be funded in accordance with the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended.


 


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


 


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Grantor Trust election under
subsection 5-5, to the extent not previously contributed to a Grantor Trust
established by the participant, to be deposited in such Grantor Trust on or
prior to December 31, 2005.  Such
contribution is intended to result in a partial termination of participation in
the Plan as permitted by the Notice. 
Each participant who has established a Grantor Trust and who receives
such contribution shall include the full amount of such Grantor Trust
contribution in the participant’s income in 2005.


 


SECTION 7


ACCOUNTING


 


7-1.          SEPARATE ACCOUNTS.  The Committee
shall establish accounts for participants who have made elections pursuant to
subsection 5-1 or 5-5 as follows:


 


(a)           The Committee shall maintain a “Deferred Account” in the name of each
participant who has elected to defer payment of all or a portion of his or her
pre-tax contributions under subsection 5-1. 
The Deferred Account shall be comprised of any pre-tax contributions
made on behalf of the participant under subsection 3-1 and any other
allocations made on behalf of the participant under Section 4, in each
case, for which the participant has not made an election under subsection 5-5,
and any adjustments made pursuant to subsection 7-2.


 


(b)           The Committee shall maintain two separate Accounts, a “Pre-Tax Account”
and an “After-Tax Account”, in the name of each participant who has declined to
defer allocations by electing to have a portion of his or her pre-tax and
employer contributions deposited in cash to a Grantor Trust according to
subsection 5-5.  The Pre-Tax Account
shall consist of the aggregate of all pre-tax contributions contemplated by
subsection 3-1, whether deposited to the participant’s Grantor Trust or made in
cash to the participant, and any adjustments in accordance with subsection
7-3.  The After-Tax Account shall consist
of employer contributions deposited to the participant’s Grantor Trust in cash
according to subsection 5-5 and any adjustments made in accordance with
subsection 7-4.


 


7-2.          ADJUSTMENT OF DEFERRED ACCOUNTS. 
No later than as of the end of each calendar year, each participant’s
Deferred Account shall be adjusted by the Committee as follows:


 


(a)           FIRST, reduced by an amount equal to any distribution made to the
participant during that year pursuant to subsections 7-11 or 7-12;


 


(b)           NEXT, increased by an amount equal to any pre-tax contributions and
employer contributions made on behalf of such participant for that year for
which the participant has not made an election under subsection 5-5; and


 


(c)           FINALLY, increased by an amount equal to the Interest earned for that
year pursuant to subsection 7-5.


 


7-3.          ADJUSTMENT OF PRE-TAX ACCOUNTS. 
No later than as of the end of each calendar year, each participant’s
Pre-Tax Account shall be adjusted by the Committee as follows:


 


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(a)           FIRST, reduced, in any year in which the participant is entitled to
receive a distribution from his or her Grantor Trust, by an amount equal to the
distribution that would have been made to the participant if the aggregate
amounts allocated according to subsection 5-5 had instead been deferred under
subsection 5-1;


 


(b)           NEXT, increased by an amount equal to any pre-tax contributions and
employer contributions made on behalf of the participant for that year that are
paid to the participant (including any contributions paid to the participant’s
Grantor Trust) according to subsection 5-5;


 


(c)           FINALLY, increased by an amount equal to the Interest earned for that
year pursuant to subsection 7-5.


 


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


 


(a)           FIRST, reduced, in any year in which the participant is in receipt of a
benefit distribution from his or her Grantor Trust, by an amount calculated as
provided by subsection 7-16 which represents the distribution for such year;


 


(b)           NEXT, increased by an amount equal to any pre-tax contributions and
employer contributions made on behalf of the participant for that year that are
deposited in the participant’s Grantor Trust according to subsection 5-5;


 


(c)           FINALLY, increased by an amount equal to the After-Tax Interest earned
for that year pursuant to subsection 7-5.


 


7-5.          INTEREST ACCRUALS ON ACCOUNTS.


 


(a)           No later than as of the end of each calendar year, a participant’s
Deferred Account or Pre-Tax Account, as applicable, 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 calendar year; plus


 


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


 


(b)           No later than as of the end of each calendar year, a participant’s
After-Tax Account shall be credited with the amount of Interest set forth
above, multiplied by (one minus the aggregate of the applicable federal, state
and local individual income tax rates and employment tax rate, determined in
accordance with subsection 8-5 (the “After-Tax Interest”)).


 


(c)           The Interest and After-Tax Interest, as applicable, shall be credited
on the conditions established by the Committee.


 


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


 


7-7.          GRANTOR TRUST ASSETS.  Each
participant’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.


 


7-8.          DESIGNATION OF BENEFICIARIES. 
Subject to the conditions and limitations set forth below, each
participant, and after a participant’s death, each primary beneficiary
designated by a participant in accordance with the provisions of this
subsection 7-6, shall have the right from time to time to designate a primary
beneficiary or beneficiaries and, successive or contingent beneficiary or
beneficiaries to receive unpaid amounts from the participant’s Deferred Account
under the Plan.  Beneficiaries may be a
natural person or persons or a fiduciary, such as a trustee of a trust or the
legal representative of an estate.  Any
such designation shall take effect upon the death of the participant or such
beneficiary, as the case may be, or in the case of any fiduciary beneficiary,
upon the termination of all of its duties (other than the duty to dispose of
the right to receive amounts remaining to be paid under the Plan).  The conditions and limitations relating to
the designation of beneficiaries are as follows:


 


(a)           A nonfiduciary beneficiary shall have the right to designate a further
beneficiary or beneficiaries only if the original participant or the next
preceding primary beneficiary, as the case may be, shall have expressly so
provided in writing; and


 


(b)           A fiduciary beneficiary shall designate as a further beneficiary or
beneficiaries only those persons or other fiduciaries who are entitled to
receive the amounts payable from the participant’s account under the trust or
estate of which it is a fiduciary.


 


Any beneficiary designation
or grant of any power to any beneficiary under this subsection may be exercised
only by an instrument in writing, executed by the person making the designation
or granting such power and filed with the Secretary of Abbott during such
person’s lifetime or prior to the termination of a fiduciary’s duties.  If a deceased participant or a deceased
nonfiduciary beneficiary who had the right to designate a beneficiary as
provided above dies without having designated a further beneficiary, or if no
beneficiary designated as provided above is living or qualified and acting, the
Committee, in its discretion, may direct distribution of the amount remaining
from time to time to either:


 


7

















 


(i)    any one or more or all of the next of kin (including the surviving
spouse) of the participant or the deceased beneficiary, as the case may be, and
in such proportions as the Committee determines; or


 


(ii)   the legal representative of the estate of the deceased participant or
deceased beneficiary as the case may be.


 


7-9.          NON-ASSIGNABILITY AND FACILITY OF PAYMENT.  Amounts payable to participants and their
beneficiaries under the Plan are not in any way subject to their debts and
other obligations, and may not be voluntarily or involuntarily sold, transferred
or assigned; provided that the preceding provisions of this section shall not
be construed as restricting in any way a designation right granted to a
beneficiary pursuant to the terms of subsection 7-6.  When a participant or the beneficiary of a
participant is under legal disability, or in the Committee’s opinion is in any
way incapacitated so as to be unable to manage his or her financial affairs,
the Committee may direct that payments shall be made to the participant’s or
beneficiary’s legal representative, or to a relative or friend of the
participant or beneficiary for the benefit of the participant or beneficiary,
or the Committee may direct the payment or distribution for the benefit of the
participant or beneficiary in any manner that the Committee determines.


 


7-10.        PAYER OF AMOUNTS ALLOCATED TO PARTICIPANTS.  Any employer contribution made on behalf of a
participant in the Plan and any interest credited with respect thereto will be
paid by the employer (or such employer’s successor) by whom the participant was
employed during the calendar year for which any amount was contributed, and for
that purpose, if a participant shall have been employed by two or more
employers during any calendar year the amount allocated under this Plan for
that year shall be an obligation of each of the respective employers in
proportion to the respective amounts of compensation paid by each of them in
that calendar year.


 


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


 


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


 


8

















 


Trust in a lump sum within
thirty (30) days following the date of such termination of employment.


 


7-13.        CHANGE IN CONTROL.  A “Change in
Control” shall be deemed to have occurred on the earliest of the following
dates:


 


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


 


(b)           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 Abbott) whose
appointment or election by the Board of Directors or nomination for election by
Abbott’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


 


(c)           the date on which there is consummated a merger or consolidation of
Abbott or any direct or indirect subsidiary of Abbott with any other
corporation or other entity, other than (i) a merger or consolidation (A) 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
Abbott, the entity surviving such merger or consolidation or, if Abbott or the
entity surviving such merger or consolidation is then a subsidiary, the
ultimate parent thereof and (B) which results in the voting securities of
Abbott 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 Abbott or any subsidiary of Abbott, at least 50% of
the combined voting power of the securities of Abbott or such surviving entity
or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of Abbott (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of Abbott
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from Abbott or its Affiliates) representing 20% or
more of the combined voting power of Abbott’s then outstanding securities; or


 


(d)           the date the shareholders of Abbott approve a plan of complete
liquidation or dissolution of Abbott or there is consummated an agreement for
the sale or


 


9

















 


disposition by Abbott of all
or substantially all of Abbott’s assets, other than a sale or disposition by
Abbott of all or substantially all of Abbott’s assets to an entity, at least
50% of the combined voting power of the voting securities of which are owned by
shareholders of Abbott, in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit plan of Abbott or
any subsidiary of Abbott, in substantially the same proportions as their
ownership of Abbott 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 Abbott
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 Abbott 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) Abbott or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of Abbott 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 Abbott in substantially the same
proportions as their ownership of stock of Abbott.


 


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


 


(a)           Abbott 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 (a) shall cease to exist upon the
expiration or other termination of all such agreements.


 


(b)           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 (b) 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.


 


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


 


(d)           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 (d) 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.


 


7-15.        PROHIBITION
AGAINST AMENDMENT.  The provisions of
subsections 7-12, 7-13, 7-14 and this subsection 7-15 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.


 


7-16.        ADMINISTRATOR’S
CALCULATION OF GRANTOR TRUST DISTRIBUTIONS. The Administrator shall calculate
the amount to be distributed from a participant’s Grantor Trust in any year in
which the participant is entitled to a benefit distribution by multiplying (i) the
amount of the reduction determined in accordance with subsection 7-3(a), by (ii) a
fraction, the numerator of which is the balance in the participant’s After-Tax
Account as of the end of the prior calendar year and the denominator of which
is the balance of the participant’s Pre-Tax Account as of that same date.


 


SECTION 8

MISCELLANEOUS


 


8-1.          RULES.  The Committee may establish such rules and
regulations as it may consider necessary or desirable for the effective and
efficient administration of the Plan.


 


8-2.          TAXES.  Any employer shall be entitled, if necessary
or desirable, to pay, or withhold the amount of any federal, state or local
tax, attributable to any amounts payable by it under the Plan after giving the
person entitled to receive such amount notice as far in advance as practicable,
and may require payment from the participant in an amount necessary to satisfy
such taxes prior to remitting such taxes.


 


8-3.          RIGHTS
OF PARTICIPANTS.  Employment rights of
participants with Abbott and its subsidiaries shall not be enlarged or affected
by reason of establishment of or inclusion as a participant in the Plan.
Nothing contained in the Plan shall require Abbott or any subsidiary to
segregate or earmark any assets, funds or property for the purpose of payment
of any amounts which may have been deferred. 
The Deferred, Pre-Tax and After-Tax Accounts established pursuant to
subsection 7-1 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.  Participant’s rights shall be
limited to payment to them at the time or times and in such amounts as are
contemplated 


 


11

















 


by the Plan. 
Any decision made by the Committee which is within his sole and
uncontrolled discretion, shall be conclusive and binding upon all persons
whomsoever.


 


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


 


(a)           the
amount necessary to compensate the participant (or beneficiary) for the net increase
in the participant’s (or beneficiary’s) federal, state and local income taxes
as a result of the inclusion in his taxable income of the income of the
participant’s Grantor Trust and any Guaranteed Rate Payment for that year; plus


 


(b)           an
amount necessary to compensate the participant (or beneficiary) for the net
increase in the taxes described in (a) above as a result of the inclusion
in his taxable income of any payment made pursuant to this subsection 8-4.


 


8-5.          INCOME
TAX ASSUMPTIONS.  For purposes of
Sections 7 and 8, a participant’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 those Sections 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 participant’s
residence on the date such a calculation is made, net of any federal tax
benefits without a benefit for any net capital losses. For purposes of Sections
7 and 8, a participant’s employment tax rate shall be deemed to be the highest
marginal rate of Federal Insurance Contributions Act tax in effect in the
calendar year in which a calculation under those sections is to be made.


 


8-6.          GENDER.  For purposes of the Plan, words in the
masculine gender shall include the feminine and neuter genders, the singular
shall include the plural and the plural shall include the singular.


 


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


 


8-8.          RELIANCE
UPON ADVICE.  The Board of Directors and
the Committee may rely upon any information or advice furnished to it by any
Officer of Abbott or by Abbott’s independent auditors, or other consultants,
and shall be fully protected in relying upon such information or advice.  No member of the Board of Directors or the
Committee shall be liable for any act or failure to act on their part,
excepting only any acts done or omitted to be done in bad faith, nor shall they
be liable for any act or failure to act of any other member.


 


12

















 


8-9.          CHANGE
OF CONDITIONS RELATING TO PAYMENTS.  No
change to the time of payment or the time of commencement of payment and any
period over which payment shall be made shall be effected except in strict
compliance with the subsequent election requirements of Treasury Regulation §
1.409A-2(b), to the extent subject thereto.


 


8-10.        SECTION 409A.  To the extent applicable, it is intended that
the Plan comply with the provisions of Code Section 409A.  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 Code Section 409A will have no force and effect
until amended to comply therewith (which amendment may be retroactive to the
extent permitted by Code Section 409A). 
Notwithstanding anything contained herein to the contrary, for all
purposes of the Plan, a participant shall not be deemed to have had a
termination of employment until the participant 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 of Interest provided in subsection 7-5(a) (to the extent that
such interest is not already provided to the participant under subsection 7-6),
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 Code Section 409A.


 


SECTION 9

AMENDMENT, TERMINATION AND CHANGE OF

CONDITIONS RELATING TO PAYMENTS


 


The Plan will be effective from its effective
date until terminated by the Board of Directors.  The Board of Directors reserves the right to
amend the Plan from time to time and to terminate the Plan at any time. No such
amendment or any termination of the Plan shall reduce any fixed or contingent
obligations which shall have arisen under the Plan prior to the date of such
amendment or termination.


 


13

















 


EXHIBIT A


 


ABBOTT LABORATORIES 401(k) SUPPLEMENTAL PLAN


 


[Abbott Laboratories 401(k)
Supplemental Plan, as amended, as filed as Exhibit 10.1 to the Abbott
Laboratories Current Report on Form 8-K dated December 9, 2005.]


 

















 


EXHIBIT B


 


IRREVOCABLE
GRANTOR TRUST AGREEMENT


 


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


 


WITNESSETH THAT:


 


WHEREAS, the grantor desires to establish and
maintain a trust to hold certain benefits received by the grantor under the
Abbott Laboratories 40l(k) Supplemental Plan, as it may be amended from
time to time;


 


NOW, THEREFORE, IT IS AGREED as follows:


 


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.         DEFERRED
ACCOUNT.  The administrator shall
maintain a “deferred account” under the trust. As of the end of each calendar
year, the administrator shall charge the deferred account with all
distributions made from such account during that year; and credit such account
with income and realized gains and charge such account with expenses and
realized losses for the year.


 

















 


II-2.         DISTRIBUTIONS
FROM THE DEFERRED ACCOUNT PRIOR TO THE GRANTOR’S DEATH.  Principal and accumulated income credited to
the deferred account shall not be distributed from the trust prior to the
grantor’s retirement or other termination of employment with Abbott or a
subsidiary 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 deferred account for that year, with the balance
of such income to be accumulated in that account.  The administrator shall inform the trustee of
the grantor’s settlement date. Thereafter, the trustee shall distribute the
amounts from time to time credited to the deferred account to the grantor, if
then living, either in a lump-sum payable as soon as practicable following the
settlement date, or in a series of annual installments, with the amount of each
installment computed by one of the following methods:


 


(a)                                  The amount of each installment shall
be equal to the sum of: (i) the amount credited to the deferred account as
of the end of the year in which the grantor’s settlement date occurs, divided
by the number of years over which installments are to be distributed; plus (ii) the
net earnings credited to the deferred account for the preceding year (excluding
the year in which the grantor’s settlement date occurs).


 


(b)                                 The amount of each installment shall
be determined by dividing the amount credited to the deferred account as of the
end of the preceding year by the difference between (i) the total number
of years over which installments are to be distributed, and (ii) the
number of annual installment distributions previously made from the deferred
account.


 


(c)                                  Each installment (after the first
installment) shall be approximately equal, with the amount comprised of the sum
of: (i) the amount of the first installment, plus interest thereon at the
rate determined under the Abbott Laboratories 401(k) Supplemental Plan,
compounded annually; and (ii) the net earnings credited to the deferred
account for the preceding year.


 


Notwithstanding the foregoing, the final
installment distribution made to the grantor under this paragraph II-3 shall
equal the total principal and accumulated income then held in the trust fund.
The grantor, by writing filed with the trustee and the administrator on or
before the end of the calendar year in which the grantor’s settlement date
occurs, may select either the lump-sum or an installment payment method and, if
an installment method is selected, may select both the period (which may not be
less than ten years from the end of the calendar year in which the grantor’s
settlement date occurred) over which the installment distributions are to be
made and the method of computing the amount of each installment.  In the absence of such a written direction by
the grantor, installment distributions shall be made over a period of ten
years, and the amount of each installment shall be computed by using the method
described in subparagraph (a) next above. 
Installment distributions under this Paragraph II-2 shall be made as of January 1
of each year, beginning with the calendar year following the year in which the
grantor’s settlement date occurs.  The
administrator shall inform the trustee of 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.


 


2

















 


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 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.


 


3

















 


(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 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.


 


(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.


 


4

















 


(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
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.


 


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).


 


6

















 


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.


 


*      *      *


 


IN WITNESS WHEREOF, the grantor and the
trustee have executed this agreement as of the day and year first above written.


 


	
   

  	
   

  
	
   

  	
  Grantor

  
	
   

  	
   

  
	
   

  	
  The Northern Trust Company, as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  	
   

  
				



 


7