Exhibit
4.3


 


HOSPIRA, INC.


 


OFFICERS’ CERTIFICATE


 


and


 


COMPANY ORDER


 


September 10, 2010


 


With
respect to the issuance by Hospira, Inc. (the “Company”) of
$500,000,000 aggregate principal amount of its 5.600% Notes due 2040 (the “Notes”),
Brian J. Smith and Thomas E. Werner, officers of the Company, certify pursuant
to Sections 3.1 and 3.3 of the Indenture, dated as of June 14, 2004, as
supplemented by the Second Supplemental Indenture, dated as of April 30,
2009 (as supplemented, the “Indenture”), between the Company and Union
Bank, N.A., as successor to Bank of America, N.A., as successor by merger to
LaSalle Bank National Association, as Trustee (the “Trustee”), as
follows:


 


1.                                      We have read Sections 2.1,
3.1 and 3.3 of the Indenture and the definitions therein relating hereto,
reviewed the resolutions of the Board of Directors of the Company adopted on August 18,
2010 (attached as Exhibit B to the Secretary’s Certificate of even date
herewith), the Actions of the Authorized Officers of September 7, 2010 (attached
as Exhibit C to the Secretary’s Certificate of even date herewith),
conferred with executive officers of the Company and, in our opinion, made such
other examinations and investigations as are necessary to enable us to express
an informed opinion as to whether Sections 2.1, 3.1 and 3.3 of the Indenture
have been complied with.


 


2.                                      Based on the above-described
examinations and investigations, in our opinion, all conditions precedent
relating to the authentication and delivery of the Notes, including those
conditions under Sections 2.1, 3.1 and 3.3 of the Indenture, have been complied
with.


 


3.                                      The terms of the Notes are
set forth in the Actions of the Authorized Officers, dated as of September 7,
2010 (attached as Exhibit C to the Secretary’s Certificate of even date
herewith).


 


4.                                      In accordance with the
provisions of Section 3.3 of the Indenture, the Trustee is hereby
authorized and requested to authenticate the Notes and to deliver such Notes to
or at the direction of Morgan Stanley & Co.
Incorporated, Citigroup Global Markets Inc. and RBS Securities Inc., as managers of
the several underwriters.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings assigned thereto in the Indenture.


 

















 


IN
WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate and
Company Order as of the date first above written.


 


 


	
   

  	
  HOSPIRA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Brian J. Smith

  
	
   

  	
   

  	
  Name:

  	
  Brian
  J. Smith

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Thomas E. Werner

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  E. Werner

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President,
  Finance and

  Chief Financial Officer

  



 


 


Signature
Page to Officers’ Certificate and

Company Order