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                                                                    Exhibit 10.9

                   HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN

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                   HOSPIRA 2004 LONG-TERM STOCK INCENTIVE PLAN

                                    SECTION 1

                                     GENERAL

     1.1  PURPOSE AND EFFECTIVE DATE. The purpose of this Hospira 2004 Long-Term
Stock Incentive Plan (the "Plan") is to promote the longer-term financial
success of Hospira, Inc. (the "Company") and its subsidiaries by providing a
means to attract, retain and reward individuals who can and do contribute to
such success and to further identify their interests with those of the Company's
shareholders. The "Effective Date" of the Plan is the date on which the shares
of the Company are distributed to the shareholders of Abbott Laboratories
pursuant to the Separation and Distribution Agreement entered into between the
Company and Abbott Laboratories (the "Distribution").

     1.2  ADMINISTRATION. The authority to control and manage the operation of
the Plan shall be vested in a committee of the Company's Board of Directors (the
"Committee") in accordance with Section 6.1.

     1.3  PARTICIPATION. Each recipient of an Abbott Conversion Award as
described in Section 4 and each other employee or director of the Company or any
subsidiary of the Company who is granted an award in accordance with the terms
of the Plan shall be a "Participant" in the Plan. Awards under the Plan shall be
limited to employees and directors of the Company; provided, however, that an
award (other than an award of an ISO) may be granted to an individual prior to
the date on which he first performs services as an employee or director
(including individuals who it is anticipated will transfer from Abbott to the
Company within 24 months following the Distribution) provided that such award
does not become vested prior to the date such individual commences such
services.

     1.4  DEFINITIONS. Capitalized terms in the Plan shall be defined as set
forth in the Plan (including the definition provisions of Section 9).

                                    SECTION 2

                                     AWARDS

     2.1  GENERAL. Any award under the Plan may be granted singularly, in
combination with another award (or awards), or in tandem whereby the exercise or
vesting of one award held by a Participant cancels another award held by the
Participant. Each award under the Plan shall be subject to the terms and
conditions of the Plan and such additional terms, conditions, limitations and
restrictions as the Committee shall provide with respect to such award. Subject
to Section 2.3, an award may be granted as an alternative to or replacement of
an existing award under the Plan or any other plan of the Company or any
subsidiary or as the form of payment for grants or rights earned or due under
any other compensation plan or arrangement of the Company or its subsidiaries,
including without limitation the Hospira Non-Employee Directors' Fee Plan and
the plan of any entity acquired by the Company or any subsidiary. The types of
awards that may be granted under the Plan include:

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     (a)  STOCK OPTIONS. A stock option represents the right to purchase shares
     of Stock at an Exercise Price established by the Committee. Any option may
     be either an incentive stock option (an "ISO") that is intended to satisfy
     the requirements applicable to an "incentive stock option" described in
     section 422(b) of the Code or a non-qualified option that is not intended
     to be an ISO. Unless otherwise specifically provided by its terms, any
     option granted under the Plan shall be a non-qualified option.

     (b)  STOCK APPRECIATION RIGHTS. A stock appreciation right (a "SAR") is a
     right to receive, in cash or Stock, an amount equal to or based upon the
     excess of: (a) the Fair Market Value of a share of Stock at the time of
     exercise, over (b) an Exercise Price established by the Committee.

     (c)  STOCK AWARDS. A stock award is a grant of shares of Stock or a right
     to receive shares of Stock (or their cash equivalent or a combination of
     both) in the future. Such awards may include, but shall not be limited to,
     bonus shares, stock units, performance shares, performance units,
     restricted stock or restricted stock units.

     (d)  CASH INCENTIVE AWARDS. A cash incentive award is the grant of a right
     to receive a payment of cash, determined on an individual basis or as an
     allocation of an incentive pool (or Stock having a value equivalent to the
     cash otherwise payable) that is contingent on the achievement of
     performance objectives.

     2.2  EXERCISE OF OPTIONS AND SARs. An option or SAR shall be exercisable in
accordance with such terms and conditions and during such periods as may be
established by the Committee. In no event, however, shall an option or SAR
expire later than ten years after the date of its grant. The "Exercise Price" of
each option and SAR shall not be less than the par value of a share of Stock;
provided however, that the Exercise Price of an ISO shall not be less than 100%
of the Fair Market Value of a share of Stock on the date of grant. The payment
of the Exercise Price of an option shall be by cash or, subject to limitations
imposed by applicable law, by such other means as the Committee may from time to
time permit, including, without limitation, (i) by promissory note, (ii) by
tendering, either actually or by attestation, shares of Stock acceptable to the
Committee, and valued at Fair Market Value as of the day of exercise, (iii) by
irrevocably authorizing a third party, acceptable to the Committee, to sell
shares of Stock (or a sufficient portion of the shares) acquired upon exercise
of the option and to remit to the Company a sufficient portion of the sale
proceeds to pay the entire Exercise Price and any tax withholding resulting from
such exercise or (iv) by any combination thereof.

     2.3  NO REPRICING. Except for adjustments pursuant to Section 3.4 (relating
to the adjustment of shares), and reductions of the Exercise Price approved by
the Company's stockholders, the Exercise Price for any outstanding option may
not be decreased after the date of grant nor may an outstanding option granted
under the Plan be surrendered to the Company as consideration for the grant of a
replacement option with a lower exercise price.

     2.4  PERFORMANCE-BASED COMPENSATION. Any award under the Plan which is
intended to be "performance-based compensation" within the meaning of section
162(m) of the Code shall be conditioned on the achievement of one or more
objective performance measures, to the extent required by Code section 162(m) as
may be determined by the Committee.

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     (a)  PERFORMANCE MEASURES. Such performance measures may be based on any
     one or more of the following: earnings (e.g., earnings before interest and
     taxes; earnings before interest, taxes, depreciation and amortization; or
     earnings per share); financial return ratios (e.g., return on investment;
     return on invested capital; return on equity; or return on assets);
     increase in revenue, operating or net cash flows; cash flow return on
     investment; total shareholder return; market share; net operating income,
     operating income or net income; debt load reduction; expense management;
     economic value added; stock price; and strategic business objectives,
     consisting of one or more objectives based on meeting specific cost
     targets, business expansion goals and goals relating to acquisitions or
     divestitures. Performance measures may be based on the performance of the
     Company as a whole or of any one or more business units of the Company and
     may be measured relative to a peer group or an index.

     (b)  PARTIAL ACHIEVEMENT. The terms of any such award may provide that
     partial achievement of the performance measures may result in a payment or
     vesting based upon the degree of achievement.

     (c)  EXTRAORDINARY ITEMS. In establishing any performance measures, the
     Committee may provide for the exclusion of the effects of the following
     items, to the extent identified in the audited financial statements of the
     Company, including footnotes, or in the Management Discussion and Analysis
     section of the Company's annual report: (i) extraordinary, unusual, and/or
     nonrecurring items of gain or loss; (ii) gains or losses on the disposition
     of a business; (iii) changes in tax or accounting principles, regulations
     or laws; or (iv) mergers or acquisitions. To the extent not specifically
     excluded, such effects shall be included in any applicable performance
     measure.

     2.5  DIVIDENDS AND DIVIDEND EQUIVALENTS. Any award under the Plan,
including without limitation any option or SAR, may provide the Participant with
the right to receive dividend payments or dividend equivalent payments with
respect to Stock subject to the award, which payments may be either made
currently or credited to an account for the Participant, and may be settled in
cash or Stock.

     2.6  DEFERRAL OF PAYMENT. To the extent permitted by the Committee or the
terms of any award under the Plan, a Participant may defer receipt of the cash
or Stock otherwise payable under the award and be credited with interest or
dividend equivalents with respect thereto; provided, however, that any award
otherwise payable in stock shall continue to be payable only in stock.

     2.7  NON-U.S. AWARDS. The Committee may grant awards, in its sole
discretion, to employees and directors of the Company and its subsidiaries who
are residing in jurisdictions outside of the United States. For purposes of the
foregoing, the Committee may, in its sole discretion, vary the terms of the Plan
in order to conform any awards to the legal and tax requirements of each
non-U.S. jurisdiction where such individual resides. The Committee may, it is
sole discretion, establish one or more sub-plans of the Plan and/or may
establish administrative rules and procedures to facilitate the operation of the
Plan in such non-U.S. jurisdictions. For purposes of clarity, any terms
contained herein which are subject to variation in a non-U.S. jurisdiction and
any administrative rules and procedures established for a non-U.S.

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jurisdiction shall be reflected in a written addendum to the Plan. To the extent
permitted under applicable law, the Committee may delegate its authority and
responsibilities under this Section 2.7 of the Plan to one or more officers of
the Company.

                                    SECTION 3

                             SHARES SUBJECT TO PLAN

     3.1  AVAILABLE SHARES. The shares of Stock with respect to which awards may
be made under the Plan shall be shares currently authorized but unissued or
currently held or, to the extent permitted by applicable law, subsequently
acquired by the Company as treasury shares, including shares purchased in the
open market or in private transactions.

     3.2  SHARE LIMITATIONS. Subject to the following provisions of this
subsection 3.2, the maximum number of shares of Stock that may be delivered to
Participants and their beneficiaries under the Plan shall be equal to
_________ shares of Stock (all of which may be granted as ISOs). The maximum
number of shares of Stock that may be issued in conjunction with awards other
than options and SARS shall be 25% of that number of shares in the immediately
preceding sentence.

     (a)  REUSE OF SHARES. To the extent any shares of Stock covered by an award
     are forfeited or are not delivered to a Participant or beneficiary for any
     reason, including because the award is forfeited or canceled, or is settled
     in cash or used to satisfy the applicable tax withholding obligation, such
     shares shall not be deemed to have been delivered for purposes of
     determining the maximum number of shares of Stock available for delivery
     under the Plan

     (b)  NET SHARES. If the exercise price of any stock option granted under
     the Plan is satisfied by tendering shares of Stock to the Company (either
     actually or by attestation), only the number of shares of Stock issued net
     of the shares of Stock tendered shall be deemed delivered for purposes of
     determining the maximum number of shares of Stock available for delivery
     under the Plan.

     3.3  Limitations on Grants to Individuals.

     (a)  OPTIONS AND SARs. The maximum number of shares of Stock that may be
     subject to options or SARs granted to any Participant during any calendar
     year (excluding any awards intended to constitute Conversion Awards) shall
     be One Million (1,000,000).

     (b)  STOCK AWARDS. The maximum number of shares of Stock that may be
     subject to stock awards described under paragraph 2.1(c) which are granted
     to any Participant during any calendar year and are intended to be
     "performance-based compensation" (as that term is used for purposes of Code
     section 162(m)), shall be Five Hundred Thousand (500,000).

     (c)  CASH INCENTIVE AWARDS. The maximum dollar amount that may be payable
     to a Participant pursuant to cash incentive awards described under
     paragraph 2.1(d) which are granted to any Participant during any calendar
     year and are intended to be

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     "performance-based compensation" (as that term is used for purposes of Code
     section 162(m)), shall be Five Million Dollars ($5 million).

     (d)  DIRECTOR FEES. Other than with respect to initial grants to new
     Directors or one-time grants due to extraordinary circumstances, the
     maximum number of shares that may be covered by awards granted to any one
     individual non-employee director pursuant to Section 2.1(a) and 2.1(b)
     (relating to options and SARs) shall be One Hundred Thousand (100,000)
     shares during any calendar year under the terms of the Hospira Non-Employee
     Director's Fee Plan and the maximum number of shares that may be covered by
     awards granted to any one individual non-employee director pursuant to
     Section 2.1(c) (relating to Other Stock awards) shall be Fifty Thousand
     (50,000) shares during any calendar year under the terms of the Hospira
     Non-Employee Director's Fee Plan. The foregoing limitations shall not apply
     to cash-based director fees that the Non-Employee Director elects to
     receive in the form of Stock or Stock Units.

     (e)  DIVIDEND, DIVIDEND EQUIVALENTS AND EARNINGS. For purposes of
     determining whether an award is intended to be qualified as a
     performance-based compensation, the foregoing limitations of this Section
     3.3, (i) the right to receive dividends and dividend equivalents with
     respect to any award which is not yet vested shall be treated as a separate
     award, and (ii) if the delivery of any shares or cash under an award is
     deferred, any earnings, including dividends and dividend equivalents, shall
     be disregarded.

     3.4  CORPORATE TRANSACTIONS. In the event of a corporate transaction
involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
Committee may adjust awards to preserve the benefits or potential benefits of
the awards and the Plan. Action by the Committee may include: (i) adjustment of
the number and kind of shares which may be delivered under the Plan; (ii)
adjustment of the number and kind of shares subject to outstanding awards; (iii)
adjustment of the Exercise Price of outstanding options and SARs; and (iv) any
other adjustments that the Committee determines to be equitable (which may
include, without limitation, (I) replacement of awards with other awards which
the Committee determines have comparable value and which are based on stock of a
company resulting from the transaction, and (II) cancellation of the award in
return for cash payment of the current value of the award, determined as though
the award was fully vested at the time of payment, provided that in the case of
an option or SAR, the amount of such payment may be the excess of the value of
the Stock subject to the option or SAR at the time of the transaction over the
Exercise Price).

     3.5  DELIVERY OF SHARES. Delivery of shares of Stock or other amounts under
the Plan shall be subject to the following:

     (a)  COMPLIANCE WITH APPLICABLE LAWS. Notwithstanding any other provision
     of the Plan, the Company shall have no obligation to deliver any shares of
     Stock or make any other distribution of benefits under the Plan unless such
     delivery or distribution complies with all applicable laws (including,
     without limitation, the requirements of the Securities Act of 1933), and
     the applicable requirements of any securities exchange or similar entity.

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     (b)  CERTIFICATES. To the extent that the Plan provides for the issuance of
     shares of Stock, the issuance may be effected on a non-certificated basis,
     to the extent not prohibited by applicable law or the applicable rules of
     any stock exchange.

                                    SECTION 4

                            ABBOTT CONVERSION AWARDS

     4.1  GENERAL. Certain employees transferred to the employ of the Company
and its subsidiaries have received awards under the Plan ("Conversation Awards")
as of the Effective Date as replacement awards for awards granted under the
Abbott Laboratories 1996 Incentive Stock Program and the Abbott Laboratories
1991 Incentive Stock Program (the "Abbott Plans") and cancelled in connection
with the Distribution. The number of such Conversion Awards has been determined
by applying a conversion ratio established by the committee administering the
Abbott Plans in accordance with the terms of such plans on a basis intended to
be consistent with Section 424 of the Code and applicable accounting principles.

     4.2  SHARE LIMITATIONS. Conversion Awards shall be taken into account in
applying the share limitations set forth in Section 3.2, but shall be excluded
in calculating the individual limitations under Section 3.3(a).

     4.3  REPLACEMENT OPTIONS. If an option granted under the Plan constitutes a
Conversion Award with respect to an option under the Abbott Plans that provided
for the grant of replacement stock options if all or a portion of the exercise
price or taxes incurred in connection with the exercise of the option are paid
with the delivery (or in the case of payment of taxes, the withholding of
shares) of other shares of Abbott Laboratories, then the Conversion Award shall
provide for a replacement stock option (a "Replacement Option"). Each
Replacement Option shall cover the number of shares of Stock surrendered (by
actual delivery or by attestation) to satisfy the Exercise Price, plus the
number of shares surrendered (by actual delivery or attestation) or withheld to
satisfy the Participant's tax liability, shall have an Exercise Price equal to
100% of the of the Fair Market Value of Stock on the date such Replacement
Option is granted, shall be first exercisable six months from the date of grant
of the Replacement Option and shall have the expiration date of the original
option.

                                    SECTION 5

                                CHANGE IN CONTROL

     5.1  Subject to the provisions of Section 3.4 (relating to the adjustment
of shares), and except as otherwise provided in the Plan or the terms of any
award:

     (a)  If a Participant who is an employee or Director of the Company or a
     subsidiary at the time of a Change in Control then holds one or more
     outstanding options or SARs, all such options and SARs then held by the
     Participant shall become fully exercisable on and after the date of the
     Change in Control (subject to the expiration provisions otherwise
     applicable to the option or SAR), and any Stock purchased by the
     Participant under such

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     option or acquired under such SAR following such Change in Control shall be
     fully vested upon exercise.

     (b)  If a Participant who is an employee or Director of the Company or a
     subsidiary at the time of a Change in Control then holds one or more stock
     awards described in paragraph 2.1(c) or cash incentive awards described in
     paragraph 2.1(d), such awards shall be fully earned and vested (and all
     performance measures deemed to be achieved).

     5.2  CHANGE IN CONTROL. For purposes of this Plan, unless otherwise
provided in an Award Agreement, the term "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 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 5.2(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 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

     (c)  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

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     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; or

     (d)  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.

     (e)  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.

     (f)  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.

     5.3  AMENDMENT OF SECTION 5. The provisions of this Section 5 may not be
amended or deleted, nor superseded by any other provision of this Plan during
the pendency of a 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)  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 Section 5.3 shall cease to exist upon
     the expiration or other termination of all such agreements.

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     (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.

     (c)  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 in the
     securities beneficially owned by such Person any securities acquired
     directly from the Company 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.

                                    SECTION 6

                                    COMMITTEE

     6.1  ADMINISTRATION. The authority to control and manage the operation and
administration of the Plan shall be vested in a committee (the "Committee") in
accordance with this Section 6. The Committee shall be selected by the Board.
Subject to applicable stock exchange rules, if the Committee does not exist, or
for any other reason determined by the Board, the Board may take any action
under the Plan that would otherwise be the responsibility of the Committee.
Notwithstanding the foregoing, with respect to any action, determination,
interpretation or modification with respect to a specific Award granted to a
non-Employee Director, other than ministerial actions, the Committee shall be
comprised of the Board.

     6.2  POWERS OF COMMITTEE. The Committee's administration of the Plan shall
be subject to the following:

     (a)  Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to select from among the Company's employees and
     directors those persons who shall receive awards, to determine the time or
     times of receipt, to determine the types of awards and the number of shares
     covered by the awards, to establish the terms, conditions, performance
     criteria, restrictions, and other provisions of such awards, and (subject
     to the restrictions imposed by Section 7) to cancel or suspend awards.

     (b)  To the extent that the Committee determines that the restrictions
     imposed by the Plan preclude the achievement of the material purposes of
     the awards in jurisdictions outside the United States, the Committee will
     have the authority and discretion to modify those restrictions as the
     Committee determines to be necessary or appropriate to conform to
     applicable requirements or practices of jurisdictions outside of the United
     States.

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     (c)  The Committee will have the authority and discretion to interpret the
     Plan, to establish, amend, and rescind any rules and regulations relating
     to the Plan, and to make all other determinations that may be necessary or
     advisable for the administration of the Plan.

     (d)  Any interpretation of the Plan by the Committee and any decision made
     by it under the Plan is final and binding on all persons.

     (e)  In controlling and managing the operation and administration of the
     Plan, the Committee shall take action in a manner that conforms to the
     articles and by-laws of the Company, and applicable state corporate law.

     6.3  DELEGATION BY COMMITTEE. Except to the extent prohibited by applicable
law (including without limitation, Rule 16b-3 of the Exchange Act), the
applicable rules of a stock exchange or this Plan, the Committee may allocate
all or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it, including without limitation, (a)
delegating to a committee of one or more members of the Board who are not
"independent directors" within the meaning of Section 162(m) of the Code, the
authority to grant awards under the Plan to eligible persons who are either (i)
not then "covered employees," within the meaning of Section 162(m) of the Code
and are not expected to be "covered employees" at the time of recognition of
income resulting from such award or (ii) not persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code and/or (b) delegating
to a committee of one or more members of the Board who are not "non-employee
directors," within the meaning of Rule 16b-3, the authority to grant awards
under the Plan to eligible persons who are not then subject to Section 16 of the
Exchange Act. Any such allocation or delegation may be revoked by the Committee
at any time. To the extent permitted by resolution of the Board, the Committee
may delegate all or any part of its responsibilities to any officer of the
Company.

     6.4  INFORMATION TO BE FURNISHED TO COMMITTEE. As may be permitted by
applicable law, the Company and its subsidiaries shall furnish the Committee
with such data and information as it determines may be required for it to
discharge its duties. The records of the Company and its subsidiaries as to an
employee's or Participant's employment, termination of employment, leave of
absence, reemployment and compensation shall be conclusive on all persons unless
determined to be incorrect. Subject to applicable law, Participants and other
persons entitled to benefits under the Plan must furnish the Committee such
evidence, data or information as the Committee considers desirable to carry out
the terms of the Plan.

                                    SECTION 7

                            AMENDMENT AND TERMINATION

     Subject to the limitations of Section 5.3, the Board may, at any time,
amend or terminate the Plan, and may amend any Award Agreement, provided that no
amendment or termination may, in the absence of written consent to the change by
the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such

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amendment is adopted by the Board; and further provided, that adjustments
pursuant to Section 3.4 shall not be subject to the foregoing limitations of
this Section 7; and further provided that no amendment may (i) remove the
provisions of subsection 2.3 (relating to option repricing), (ii) materially
increase the benefits accruing to Participants under the Plan, (iii) materially
increase the aggregate number of securities which may be issued under the Plan,
or (iv) materially modify the requirements for participation in the Plan, unless
the amendment is approved by the Company's stockholders.

                                    SECTION 8

                                  GENERAL TERMS

     8.1  NO IMPLIED RIGHTS.

     (a)  NO RIGHTS TO SPECIFIC ASSETS. Neither a Participant nor any other
     person shall, by reason of participation in the Plan, acquire any right in
     or title to any assets, funds or property of the Company or any subsidiary
     whatsoever, including, without limitation, any specific funds, assets, or
     other property which the Company or any subsidiary, in its sole discretion,
     may set aside in anticipation of a liability under the Plan. A Participant
     shall have only a contractual right to the Stock or amounts, if any,
     payable under the Plan, unsecured by any assets of the Company or any
     subsidiary, and nothing contained in the Plan shall constitute a guarantee
     that the assets of the Company or any subsidiary shall be sufficient to pay
     any benefits to any person.

     (b)  NO CONTRACTUAL RIGHT TO EMPLOYMENT OR FUTURE AWARDS. The Plan does not
     constitute a contract of employment, and selection as a Participant will
     not give any participating employee the right to be retained in the employ
     of the Company or any subsidiary, nor any right or claim to any benefit
     under the Plan, unless such right or claim has specifically accrued under
     the terms of the Plan. Except as otherwise provided in the Plan, no award
     under the Plan shall confer upon the holder thereof any rights as a
     shareholder of the Company prior to the date on which the individual
     fulfills all conditions for receipt of such rights.

     8.2  TRANSFERABILITY. The Committee may provide at the time it makes an
award under the Plan or at any time thereafter that such award may be
transferable by the Participant, subject to such limitations as the Committee
may impose. Except as otherwise so provided by the Committee, awards under the
Plan are not transferable except as designated by the Participant by will or by
the laws of descent and distribution.

     8.3  FORM AND TIME OF ELECTIONS. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be filed with the Company at such times, in such form,
and subject to such restrictions and limitations, not inconsistent with the
terms of the Plan, as the Committee shall require.

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     8.4  EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

     8.5  TAX WITHHOLDING. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. Except as otherwise provided by the
Committee, such withholding obligations may be satisfied (i) through cash
payment by the Participant; (ii) through the surrender of shares of Stock which
the Participant already owns; or (iii) through the surrender of shares of Stock
to which the Participant is otherwise entitled under the Plan; provided,
however, that except as otherwise specifically provided by the Committee, such
shares under clause (iii) may not be used to satisfy more than the Company's
minimum statutory withholding obligation.

     8.6  ACTION BY COMPANY OR SUBSIDIARY. Any action required or permitted to
be taken by the Company or any subsidiary shall be by resolution of its board of
directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock
exchange) by a duly authorized officer of such company.

     8.7  SUCCESSORS. All obligations of the Company under this Plan shall be
binding upon and inure to the benefit of any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the
business, stock, and/or assets of the Company.

     8.8  GENDER AND NUMBER. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

                                    SECTION 9

                                  DEFINED TERMS

     In addition to the other definitions contained herein, the following
definitions shall apply:

     (a)  AFFILIATES. The term "Affiliates" has the meaning ascribed to it in
     paragraph 5.2(f).

     (b)  BENEFICIAL OWNER. The term "Beneficial Owner" has the meaning ascribed
     to it in paragraph 5.2(f).

     (c)  BOARD. The term "Board" means the Board of Directors of the Company.

     (d)  CHANGE IN CONTROL. The term "Change in Control" has the meaning
     ascribed to it in Section 5.2.

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     (e)  CODE. The term "Code" means the Internal Revenue Code of 1986, as
     amended. A reference to any provision of the Code shall include reference
     to any successor provision of the Code.

     (f)  COMMITTEE. The term "Committee" means the Committee acting under
     Section 6.

     (g)  COMPANY. The term "Company" means Hospira, Inc. and its successors and
     assigns.

     (h)  CONVERSION AWARD. The term "Conversion Award" means an award described
     in Section 4.1.

     (i)  DIRECTOR. The term "Director" means a member of the Board.

     (j)  DISTRIBUTION. The term "Distribution" means the distribution of
     Company shares to shareholders of Abbott Laboratories pursuant to the
     Separation and Distribution Agreement.

     (k)  EXCHANGE ACT. The term "Exchange Act" has the meaning ascribed to it
     by paragraph 5.2(f).

     (l)  EXERCISE PRICE. The term "Exercise Price" means the price established
     with respect to an option or SAR pursuant to Section 2.2.

     (m)  FAIR MARKET VALUE. The "Fair Market Value" of the Stock at any time
     shall be determined in such manner as the Committee may deem equitable, or
     as required by applicable law or regulation.

     (n)  ISO. The term ISO has the meaning ascribed to it in paragraph 2.1(a).

     (o)  PARTICIPANT. The term "Participant" means any individual who has
     received an award under the Plan.

     (p)  PERSON. The term "Person" has the meaning ascribed to it by paragraph
     5.2(f).

     (q)  POTENTIAL CHANGE IN CONTROL. The term "Potential Change in Control"
     has the meaning ascribed to it in Section 5.3.

     (r)  SAR. The term "SAR" has the meaning ascribed to it in paragraph
     2.1(b).

     (s)  SEPARATION AND DISTRIBUTION AGREEMENT. The term "Separation and
     Distribution Agreement" means the agreement entered into between the
     Company and Abbott Laboratories pursuant to which Abbott Laboratories
     accomplished the spin-off of the Hospira Business (as defined therein).

     (t)  STOCK. The term "Stock" means common stock of the Company.

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