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                                                                   EXHIBIT 10.1

                             ABBOTT LABORATORIES
                         1991 INCENTIVE STOCK PROGRAM
                   (as amended and restated on June 20, 2003)

     1.   PURPOSE. The purpose of the Abbott Laboratories 1991 Incentive Stock
Program (the "Program") is to attract and retain outstanding individuals as
directors, officers and other employees of Abbott Laboratories (the "Company")
and its subsidiaries, and to furnish incentives to such persons by providing
such persons opportunities to acquire common shares of the Company, or monetary
payments based on the value of such shares or financial performance of the
Company, or both, on advantageous terms as herein provided.

     2.   ADMINISTRATION. The Program will be administered by a committee (the
"Committee") of at least two persons which shall be either the Compensation
Committee of the Board of Directors of the Company (the "Board of Directors") or
such other committee comprised entirely of "disinterested persons" as defined in
Rule 16b-3 of the Securities and Exchange Commission as the Board of Directors
may from time to time designate. The Committee shall interpret the Program,
prescribe, amend and rescind rules and regulations relating thereto and make all
other determinations necessary or advisable for the administration of the
Program. A majority of the members of the Committee shall constitute a quorum
and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Program may be made
without notice of meeting of the Committee by a writing signed by a majority of
the Committee members.

     3.   PARTICIPANTS. Participants in the Program will consist of such
officers and other employees of the Company and its subsidiaries as the
Committee in its sole discretions may designate from time to time to receive
Benefits hereunder. The Committee's designation of a participant in any year
shall not require the Committee to designate such person to receive a Benefit in
any other year. The Committee shall consider such factors as it deems pertinent
in selecting participants and in determining the type and amount of their
respective Benefits, including without limitation (i) the financial condition of
the Company; (ii) anticipated profits for the current or future years; (iii)
contributions of participants to the profitability and development of the
Company; and (iv) other compensation provided to participants. Non-Employee
Directors shall also be participants in the Program solely for purposes of
receiving Restricted Stock Awards under paragraph 13. The term "Non-Employee
Director" shall mean a member of the Board of Directors who is not a full-time
employee of the Company or any of its subsidiaries.

     4.   TYPES OF BENEFITS. Benefits under the Program may be granted in any
one or a combination of (a) Incentive Stock Options; (b) Non-qualified Stock
Options; (c) Stock Appreciation Rights; (d) Limited Stock Appreciation Rights;

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(e) Restricted Stock Awards; (f) Performance Units; and (g) Foreign Qualified
Benefits, all as described below and pursuant to the Plans set forth in
paragraphs 6-12 hereof.

     5.   SHARES RESERVED UNDER THE PROGRAM. There is hereby reserved for
issuance under the Program an aggregate of Five Million (5,000,000) common
shares, which may be newly issued or treasury shares. The shares hereby reserved
are in addition to the shares previously reserved under the Company's 1977
Incentive Stock Plan, 1981 Incentive Stock Program and 1986 Incentive Stock
Program (the "Prior Stock Option Plans"). Any common shares reserved for
issuance under the Prior Stock Option Plans in excess of the number of shares as
to which options or other Benefits have been awarded on the date of shareholder
approval of this Program, plus any such shares as to which options or other
Benefits granted under the Prior Stock Option Plans may lapse, expire, terminate
or be canceled after such date, shall also be reserved and available for
issuance in connection with Benefits under this Program. All of such shares may,
but need not, be issued pursuant to the exercise of the Incentive Stock Options.

     If there is a lapse, expiration, termination or cancellation of any Benefit
granted hereunder without the issuance of shares or payment of cash thereunder,
or if shares are issued under any Benefit and thereafter are reacquired by the
Company pursuant to rights reserved upon the Issuance thereof, the shares
subject to or reserved for such Benefit may again be used for new options,
rights of awards or any sort authorized under this Program; provided, however,
that in no event may the number of common shares issued under this Program
exceed the total number of shares reserved for issuance hereunder.

     6.   INCENTIVE STOCK OPTION PLAN. Incentive Stock Options will consist of
options to purchase common shares at purchase prices not less than One Hundred
percent (100%) of the Fair Market Value of such common shares on the date of
grant. Incentive Stock Options will be exercisable over not more than ten (10)
years after the date of grant. In the event of termination of employment for any
reason other than retirement, disability or death, the right of the optionee to
exercise an Incentive Stock Option shall terminate upon the earlier of the end
of the original term of the option or three (3) months after the optionee's last
day of work for the Company and its subsidiaries. In the event of termination of
employment due to retirement or disability, or if the optionee should die while
employed, the right of the optionee or his or her successor in interest to
exercise an Incentive Stock Option shall terminate upon the earlier of the end
of the original term of the option or sixty (60) months after the date of such
retirement, disability or death. If the optionee should die within three (3)
months after termination of employment for any reason other than retirement or
disability, the right of his or her successor in interest to exercise an
Incentive Stock Option shall terminate upon the earlier of the end of the
original term of the option or three (3) months after the date of such death. If
the optionee should die within sixty (60) months after termination of employment
due to retirement or disability, the right of his or her successor in interest
to exercise an Incentive Stock Option shall terminate upon the later of sixty
(60) months after the date of such retirement or disability or six (6) months
after the date of such death, but not later than the end of the original term of
the option. The aggregate fair market value (determined as of the time the
Option is granted) of the

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common shares with respect to which Incentive Stock Options are exercisable for
the first time by any individual during any calendar year (under all option
plans of the Company and its subsidiary corporations) shall not exceed $100,000.
An Incentive Stock Option granted to a participant who is subject to Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") may be
exercised only after six (6) months from its grant date (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission).

     7.   NON-QUALIFIED STOCK OPTION PLAN. Non-qualified Stock Options will
consist of options to purchase common shares at purchase prices not less than
One Hundred percent (100%) of the Fair Market Value of such common shares on the
date of grant. Non-qualified Stock Options will be exercisable over not more
than ten (10) years after the date of grant. In the event of termination of
employment for any reason other than retirement, disability or death, the right
of the optionee to exercise a Non-qualified Stock Option shall terminate upon
the earlier of the end of the original term of the option or three (3) months
after the optionee's last day of work for the Company and its subsidiaries. In
the event of termination of employment due to retirement or disability or if the
optionee should die while employed, the right of the optionee or his or her
successor in interest to exercise a Non-qualified Stock Option shall terminate
upon the earlier of the end of the original term of the option or sixty (60)
months after the date of such retirement, disability or death. If the optionee
should die within three (3) months after termination of employment for any
reason other than retirement or disability, the right of his or her successor in
interest to exercise a Non-qualified Stock Option shall terminate upon the
earlier of the end of the original term of the option or three (3) months after
the date of such death. If the optionee should die within sixty (60) months
after termination of employment due to retirement or disability, the right of
his or her successor in interest to exercise a Non-qualified Stock Option shall
terminate upon the later of sixty (60) months after the date of such retirement
or disability or six (6) months after the date of such death, but not later than
the end of the original term of the option. A Non-qualified Stock Option granted
to a participant who is subject to Section 16 of the Exchange Act may be
exercised only after six (6) months from its grant date (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission).

     8.   STOCK APPRECIATION RIGHTS PLAN. The Committee may, in its discretion,
grant a Stock Appreciation Right to the holder of any stock option granted
hereunder or under the Prior Stock Option Plans. Such Stock Appreciation Rights
shall be subject to such terms and conditions consistent with the Program as the
Committee shall impose from time to time, including the following:

          (a)  A Stock Appreciation Right may be granted with respect to a stock
               option at the time of its grant or at any time thereafter up to
               six (6) months prior to its expiration.

          (b)  Stock Appreciation Rights will permit the holder to surrender any
               related stock option or portion thereof which is then exercisable

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               and to elect to receive in exchange therefor cash in an amount
               equal to:

               (i)    The excess of the Fair Market Value on the date of such
                      election of one common share over the option price
                      multiplied by

               (ii)   The number of shares covered by such option or portion
                      thereof which is so surrendered.

          (c)  A Stock Appreciation Right granted to a participant who is
               subject to Section 16 of the Exchange Act may be exercised only
               after six (6) months from its grant date (unless otherwise
               permitted under Rule 16b-3 of the Securities and Exchange
               Commission).

          (d)  The Committee shall have the discretion to satisfy a
               participant's right to receive the amount of cash determined
               under subparagraph (b) hereof, in whole or in part, by the
               delivery of common shares valued as of the date of the
               participant's election.

          (e)  A Stock Appreciation Right may be granted to a participant
               regardless of whether such participant has been granted a Limited
               Stock Appreciation Right with respect to the same stock option.
               However, a Stock Appreciation Right may not be exercised during
               any period that a Limited Stock Appreciation Right with respect
               to the same stock option may be exercised.

          (f)  In the event of the exercise of a Stock Appreciation Right, the
               number of shares reserved for issuance shall be reduced by the
               number of shares covered by the stock option or portion thereof
               surrendered.

     9.   LIMITED STOCK APPRECIATION RIGHTS PLAN. The Committee may, in its
discretion, grant a Limited Stock Appreciation Right to the holder of any stock
option granted hereunder or under the Prior Stock Option Plans. Such Limited
Stock Appreciation Rights shall be subject to such terms and conditions
consistent with the Program as the Committee shall impose from time to time,
including the following:

          (a)  A Limited Stock Appreciation Right may be granted with respect to
               a stock option at the time of its grant or at any time thereafter
               up to six (6) months prior to its expiration.

          (b)  A Limited Stock Appreciation Right will permit the holder to
               surrender any related stock option or portion thereof which is
               then exercisable and to receive in exchange therefor cash in an
               amount equal to:

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               (i)    The excess of the Fair Market Value on the date of such
                      election of one common share over the option price
                      multiplied by

               (ii)   The number of shares covered by such option or portion
                      thereof which is so surrendered.

          (c)  A Limited Stock Appreciation Right granted to a participant who
               is subject to Section 16 of the Exchange Act may be exercised
               only after six (6) months from its grant date (unless otherwise
               permitted under Rule 16b-3 of the Securities and Exchange
               Commission) and only during the sixty (60) day period commencing
               with the day following the date of a Change In Control.

          (d)  A Limited Stock Appreciation Right may be granted to a
               participant regardless of whether such participant has been
               granted a Stock Appreciation Right with respect to the same stock
               option.

          (e)  In the event of the exercise of a Limited Stock Appreciation
               Right, the number of shares reserved for issuance hereunder shall
               be reduced by the number of shares covered by the stock option or
               portion thereof surrendered.

     10.  RESTRICTED STOCK AWARDS PLAN. Restricted Stock Awards will consist of
common shares transferred to participants without other payment therefor as
additional compensation for their services to the Company or one of its
subsidiaries. Restricted Stock Awards shall be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitations, restrictions on the sale or other disposition of such shares and
rights of the Company to reacquire such shares upon termination of the
participant's employment within specified periods. Subject to such other
restrictions as are imposed by the Committee, the common shares covered by a
Restricted Stock Award granted to a participant who is subject to Section 16 of
the Exchange Act may be sold or otherwise disposed of only after six (6) months
from the grant date of the award (unless otherwise permitted under Rule 16b-3 of
the Securities and Exchange Commission).

     11.  PERFORMANCE UNITS PLAN. Performance Units shall consist of monetary
units granted to participants which may be earned in whole or in part if the
Company achieves certain goals established by the Committee over a designated
period of time, but not in any event more than five (5) years. The goals
established by the Committee may include earnings per share, return on
shareholder equity, return on average total capital employed, and/or such other
goals as may be established by the Committee in its discretion. In the event the
minimum corporate goal established by the Committee is not achieved at the
conclusion of a period, no amount shall be paid to or vested in the participant.
In the event the maximum corporate goal is achieved, One Hundred percent (100%)
of the monetary value of the Performance Units shall be paid to or vested in the
participants. Partial achievement of the maximum goal may result in a

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payment or vesting corresponding to the degree of achievement. Payment of an
award earned may be in cash or in common shares or in a combination of both, and
may be made when earned, or vested and deferred, as the Committee in its sole
discretion determines. Deferred awards shall earn interest on the terms and at a
rate determined by the Committee. The number of shares reserved for issuance
hereunder shall be reduced by the largest whole number obtained by dividing
monetary value of the units at the commencement of the performance period by the
market value of a common share at such time, provided that such number of shares
may again become available for issuance under this Program as is provided in
Paragraph 5 hereof.

     12.  FOREIGN QUALIFIED BENEFITS. Benefits under the Program may be granted
to such employees of the Company and its subsidiaries who are residing in
foreign jurisdictions as the Committee in its sole discretion may determine from
time to time. The Committee may adopt such supplements to the Program as may be
necessary to comply with the applicable laws of such foreign jurisdictions and
to afford participants favorable treatment under such laws; provided, however,
that no Benefit shall be granted under any such supplement with terms or
conditions which are inconsistent with the provisions as set forth under the
Program.

     13.  RESTRICTED STOCK AWARDS FOR NON-EMPLOYEE DIRECTORS.

          (a)  Each person elected a Non-Employee Director at the annual
               shareholders meeting in 1991, 1992, 1993, 1994 and 1995 shall
               receive a restricted Stock Award on that date covering a number
               of common shares with a fair market value on the date of the
               award closest to, but not in excess of, Twenty Thousand Dollars
               ($20,000).

          (b)  ISSUANCE OF CERTIFICATES. As soon as practicable following the
               date of the award the Company shall issue certificates
               ("Certificates") to the Non-Employee Director receiving the
               award, representing the number of common shares covered by the
               award. At the discretion of the Company, the Certificates shall
               bear legends describing the restrictions on such shares imposed
               by this paragraph 13.

          (c)  RIGHTS. Upon issuance of the Certificates, the directors in whose
               names they are registered shall, subject to the restrictions of
               this paragraph 13, have all of the rights of a shareholder with
               respect to the shares represented by the Certificates, including
               the right to vote such shares and receive case dividends and
               other distributions thereon.

          (d)  RESTRICTED PERIOD. The shares covered by awards granted under
               this paragraph 13 may not be sold or otherwise disposed of within
               six (6) months following their grant date (unless otherwise

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               permitted under Rule 16b-3 of the Securities and Exchange
               Commission) and in addition shall be subject to the restrictions
               of this paragraph 13 for a period (the "Restricted Period")
               commencing with the date of the award and ending on the earliest
               of the following events:

               (i)    The date the director terminates or retires from the
                      Board;

               (ii)   The date the director dies; or

               (iii)  The date of occurrence of a Change in Control (as defined
                      in paragraph 19(c)).

          (e)  RESTRICTIONS. All shares covered by awards granted under this
               paragraph 13 shall be subject to the following restrictions
               during the Restricted Period:

               (i)    The shares may not be sold, assigned, transferred,
                      pledged, hypothecated or otherwise disposed of.

               (ii)   Any additional common shares of the Company or other
                      securities or property issued with respect to shares
                      covered by awards granted under this paragraph 13 as a
                      result of any stock dividend, stock split or
                      reorganization, shall be subject to the restrictions and
                      other provisions of this paragraph 13.

               (iii)  A director shall not be entitled to receive any shares
                      prior to completion of all actions deemed appropriate by
                      the Company to comply with federal or state securities
                      laws and stock exchange requirements.

          (f)  Except in the event of conflict, all provisions of the Program
               shall apply to this paragraph 13. In the event of any conflict
               between the provisions of the Program and this paragraph 13, this
               paragraph 13 shall control. Those provisions of paragraph 16
               which authorize the Committee to declare outstanding restricted
               stock awards to be vested and to amend or modify the terms of
               Benefits shall not apply to awards granted under this paragraph
               13.

     14.  NONTRANSFERABILITY. Each stock option and stock appreciation right
granted under this Program shall not be transferable other than by will or the
laws of descent and distribution, and shall be exercisable, during the
participant's lifetime, only by the participant or the participant's guardian or
legal representative. A participant's interest in a Performance Unit shall not
be transferable until payment or delivery of the award is made.

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     15.  OTHER PROVISIONS. The award of any Benefit under the Program may also
be subject to other provisions (whether or not applicable to the Benefit awarded
to any other participant) as the Committee determines appropriate, including,
without limitation, provisions for the purchase of common shares under stock
options in installments, provisions for the payment of the purchase price of
shares under stock options by delivery of other common shares of the Company
having a then market value equal to the purchase price of such shares,
restrictions on resale or other disposition, such provisions as may be
appropriate to comply with federal or state securities laws and stock exchange
requirements and understandings or conditions as to the participant's employment
in addition to those specifically provided for under the Program.

     The Committee may, in its discretion, permit payment of the purchase price
of shares under stock options by delivery of a properly executed exercise notice
together with a copy of irrevocable instructions to a broker to deliver promptly
the Company the amount of sale or loan proceeds to pay the purchase price. To
facilitate the foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms.

     The Committee may, in its discretion and subject to such rules as it may
adopt, permit a participant to pay all or a portion of the federal, state and
local taxes, including FICA withholding tax, arising in connection with the
following transactions: (a) the exercise of a Non-qualified Stock Option; (b)
the lapse of restrictions on common shares received as a Restricted Stock Award;
or (c) the receipt or exercise of any other Benefit; by electing (i) to have the
Company withhold common shares, (ii) to tender back common shares received in
connection with such Benefit or (iii) to deliver other previously acquired
common shares of the Company having a fair market value approximately equal to
the amount to be withheld.

     16.  TERM OF PROGRAM AND AMENDMENT MODIFICATION. CANCELLATION OR
ACCELERATION OF BENEFITS. No Benefit shall be granted more than five (5) years
after the date of the approval of this Program by the shareholders; provided,
however, that the terms and conditions applicable to any Benefits granted prior
to such date may at any time be amended, modified or canceled by mutual
agreement between the Committee and the participant or such other persons as may
then have an interest therein, so long as any amendment or modification does not
increase the number of common shares issuable under this Program; and provided
further, that the Committee may, at any time and in its sole discretion, declare
any or all stock options and stock appreciation rights then outstanding under
this Program or the Prior Stock Option Plans to be exercisable, any or all then
outstanding Restricted Stock Awards to be vested, and any or all then
outstanding Performance Units to have been earned, whether or not such options,
rights, awards or units are then otherwise exercisable, vested or earned.

     17.  AMENDMENT TO PRIOR STOCK OPTION PLANS. No options or other Benefits
shall be granted under the Prior Stock Option Plans on or after the date of
shareholder approval of this Program.

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     18.  TAXES. The Company shall be entitled to withhold the amount of any tax
attributable to any amount payable or shares deliverable under the Program after
giving the person entitled to receive such amount or shares notice as far in
advance as practicable, and the Company may defer making payment or delivery if
any such tax may be pending unless and until indemnified to its satisfaction.

     19.  DEFINITIONS.

          (a)  FAIR MARKET VALUE. Except as provided below, the Fair Market
               Value of the Company's common shares shall be determined by such
               methods or procedures as shall be established by the Committee;
               provided that, in the case of any Limited Stock Appreciation
               Right (other than a right related to an Incentive Stock Option),
               the Fair Market Value shall be the higher of:

               (i)    The highest daily closing price of the Company's common
                      shares during the sixty (60) day period following the
                      Change in Control; or

               (ii)   The highest gross price paid or to be paid for the
                      Company's common shares in any of the transactions
                      described in paragraphs 19(c)(i) and 19(c)(ii).

          (b)  SUBSIDIARY. The term "subsidiary" for all purposes other than the
               Incentive Stock Option Plan described in paragraph 6, shall mean
               any corporation, partnership, joint venture or business trust,
               fifty percent (50%) or more of the control of which is owned,
               directly or indirectly, by the Company. For Incentive Stock
               Option Plan purposes the term "subsidiary" shall be defined as
               provided in Internal Revenue Code Section 425(f).

          (c)  CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
               occurred on the earliest of the following dates:

               (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

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                      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 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

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                      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 Program: "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;
                      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.

          (d)  DISABILITY. The term "disability" for all purposes of the Program
               shall mean the participant's disability as defined in subsection
               4.1(a) of the Abbott Laboratories Extended Disability Plan for
               twelve (12) consecutive months.

     20.  ADJUSTMENT PROVISIONS.

          (a)  If the Company shall at any time change the number of issued
               common shares without new consideration to the Company (such as
               by stock dividends or stock splits), the total number of shares

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               reserved for issuance under this Program and the number of shares
               covered by each outstanding Benefit and the purchase price of
               such shares shall be adjusted so that the aggregate consideration
               payable to the Company and the value of each such Benefit shall
               not be changed.

          (b)  Subject to paragraph 20(c), without affecting number of shares
               otherwise reserved or available hereunder, the Committee may
               authorize the issuance or assumption of Benefits in connection
               with any merger, consolidation, acquisition of property or stock,
               or reorganization upon such terms and conditions as it may deem
               appropriate.

          (c)  Notwithstanding any other provision of this Program or the Prior
               Stock Option Plans including the terms of any Benefit granted
               hereunder, if the outstanding common shares of the Company shall
               be combined, or be changed into, or exchanged for, another kind
               of stock of the Company, into securities of another corporation,
               or into property (including cash) whether through
               recapitalization, reorganization, sale, merger, consolidation,
               spin-off, business combination or a similar transaction (a
               "Transaction"), the Company shall cause its successor, acquiror
               (or ultimate parent of any successor or acquiror), as applicable,
               to assume each stock option, Stock Appreciation Right and Limited
               Stock Appreciation Right outstanding immediately prior to the
               Transaction (or to cause new options or rights to be substituted
               therefor). Pursuant to such assumed or substituted option or
               rights, participants shall thereafter be entitled to receive,
               upon due exercise of any portion of the option or right, (a) in
               the event of a Transaction in which the outstanding common shares
               of the Company are combined, or changed into, or exchanged for,
               solely another kind of stock of the Company or securities of
               another corporation (disregarding, for this purpose, cash paid in
               lieu of fractional shares), the securities which that person
               would have been entitled to receive for common shares acquired
               through exercise of the same portion of such option or right
               immediately prior to the effective date of such Transaction, and
               (b) in the event of a Transaction in which the outstanding common
               shares of the Company are changed into, or exchanged for,
               property (including cash) other than solely stock of the Company
               or securities of another corporation (disregarding, for this
               purpose, cash paid in lieu of fractional shares), securities the
               fair market value of which immediately following the effective
               date of such Transaction (as determined by the Committee) equals
               the fair market value (as determined by the Committee) of the
               property which that person would have been entitled to receive
               for common shares acquired through exercise of the same portion
               of such option or right immediately prior to the effective date
               of such

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               Transaction. In each case such assumed or substituted option or
               right shall continue to be subject to the same terms and
               conditions (including, without limitation, with respect to any
               right to receive "replacement options" upon option exercise) to
               which it was subject immediately prior to the Transaction.

               Notwithstanding the immediately preceding paragraph, upon a
               Transaction in which the outstanding common shares of the Company
               are changed into, or exchanged for, property (including cash)
               other than solely stock of the Company or securities of another
               corporation (disregarding, for this purpose, cash paid in lieu of
               fractional shares) and which constitutes a Change in Control,
               each participant may elect to receive, immediately following such
               Transaction in exchange for cancellation of any stock option
               (other than an Incentive Stock Option granted prior to June 19,
               2003), Stock Appreciation Right or Limited Appreciation Right
               held by such participant immediately prior to the Transaction, a
               cash payment, with respect to each common share subject to such
               option or right, equal to the difference between the value of
               consideration (as determined by the Committee) received by the
               shareholders for a common share of the Company in the
               Transaction, less any applicable purchase price.

          (d)  Notwithstanding any other provision of this Program or the Prior
               Stock Option Plans including the terms of any Benefit granted
               hereunder, upon the occurrence of a Change in Control:

               (i)    All stock options then outstanding under this Program or
                      the Prior Stock Option Plans shall become fully
                      exercisable as of the date of the Change in Control,
                      whether or not then otherwise exercisable;

               (ii)   All Stock Appreciation Rights and Limited Stock
                      Appreciation Rights then outstanding shall become fully
                      exercisable as of the date of the Change in Control,
                      whether or not then otherwise exercisable;

               (iii)  All terms and conditions of all Restricted Stock Awards
                      then outstanding shall be deemed satisfied as of the date
                      of the Change in Control; and

               (iv)   All Performance Units then outstanding shall be deemed to
                      have been fully earned and to be immediately payable, in
                      cash, as of the date of the Change in Control.

     21.  AMENDMENT AND TERMINATION OF PROGRAM. The Board of Directors may amend
the Program from time to time or terminate the Program at any

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time, but no such action shall reduce the then existing amount of any
participant's Benefit or adversely change the terms and conditions thereof
without the participant's consent. Paragraph 13 of the Program may not be
amended more frequently than once every six months other than to comport with
changes in the Internal Revenue Code of 1986, as amended, or the rules
thereunder, and no amendment of the Program shall result in any Committee member
losing his or her status as a "disinterested person" as defined in Rule 16b-3 of
the Securities and Exchange Commission with respect to any employee benefit plan
of the Company or result in the Program losing its status as a protected plan
under said Rule 16b-3.

     22.  EFFECTIVE DATE. The Program was originally adopted by the Board of
Directors on February 8, 1991.

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