Exhibit 10.10


 


Amended and
Restated effective January 1, 2008


 


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 Eight Thousand Dollars ($8,000.00) 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 


 


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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:


 


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(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 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 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 subsection
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;


 


(c)          NEXT, credit an amount
equal to the net earnings of the Director’s Grantor Trust for the year; and


 


(d)         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)                                  NEXT,
credit an amount equal to the net earnings of the Director’s Grantor Trust for
the year; and


 


(d)                                 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 (one minus the aggregate of the
applicable 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