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                                                                   EXHIBIT 10.6

                               AGREEMENT REGARDING
                                CHANGE IN CONTROL

          THIS AGREEMENT ("Agreement"), is made and entered into as of the 20th
day of June, 2003 (the "Effective Date") by and between Abbott Laboratories (the
"Company") and _____________ (the "Executive") and amends and restates, in its
entirety, an Agreement regarding Change in Control dated as of the 1st day of
January, 2000, as amended and restated on the 8th day of December, 2000, also by
and between the Company and the Executive (the "Original Agreement");

                                WITNESSETH THAT:

          WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management
personnel, and the Board of Directors of the Company (the "Board") recognizes
that, as is the case with many publicly held corporations, a change in control
might occur and that such possibility, and the uncertainty and questions which
it may raise among management, may result in the departure or distraction of
management personnel to the detriment of the Company and its shareholders; and

          WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Company;

          NOW, THEREFORE, to induce the Executive to remain in the employ of the
Company and in consideration of the premises and mutual covenants set forth
herein, IT IS HEREBY AGREED by and between the parties as follows:

          1. AGREEMENT TERM. The initial "Agreement Term" shall begin on the
Effective Date and shall continue through December 31, 2005. As of December 31,
2003, and as of each December 31 thereafter, the Agreement Term shall extend
automatically to the third anniversary thereof unless the Company gives notice
to the Executive prior to the date of such extension that the Agreement Term
will not be extended. Notwithstanding the foregoing, if a Change in Control (as
defined in Section 7 below), occurs during the Agreement Term, the Agreement
Term shall continue through and terminate on the second anniversary of the date
on which the Change in Control occurs.

          2. ENTITLEMENT TO CHANGE IN CONTROL BENEFITS. The Executive shall be
entitled to the Change in Control Benefits described in Section 3 hereof if the
Executive's employment by the Company is terminated during the Agreement Term
but after a Change in Control (i) by the Company for any reason other than
Permanent Disability or Cause, (ii) by the Executive for Good Reason or (iii) by
the Executive for any reason during the 30-day period commencing on the first
date which is six months after the date of the Change in Control. For purposes
of this Agreement:

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               (a)  A termination of the Executive's employment shall be treated
                    as a termination by reason of "Permanent Disability" only
                    if, due to a mental or physical disability, the Executive is
                    absent from the full time performance of duties with the
                    Company for a period of at least twelve consecutive months
                    and fails to return to the full time performance of duties
                    within 30 days after receipt of a demand by the Company to
                    do so.

               (b)  The term "Cause" shall mean the willful engaging by the
                    Executive in illegal conduct or gross misconduct which is
                    demonstrably and materially injurious to the Company. For
                    purposes of this Agreement, no act, or failure to act, on
                    the Executive's part shall be deemed "willful" unless done,
                    or omitted to be done, by the Executive not in good faith
                    and without reasonable belief that the Executive's action or
                    omission was in the best interest of the Company.
                    Notwithstanding the foregoing, the Executive shall not be
                    deemed to have been terminated for Cause unless and until
                    the Company delivers to the Executive a copy of a resolution
                    duly adopted by the affirmative vote of not less than
                    three-quarters of the entire membership of the Board at a
                    meeting of the Board called and held for such purpose (after
                    reasonable notice to the Executive and an opportunity for
                    the Executive, together with counsel, to be heard before the
                    Board) finding that, in the good faith opinion of the Board,
                    the Executive was guilty of conduct set forth above and
                    specifying the particulars thereof in detail.

               (c)  The term "Good Reason" shall mean the occurrence of any of
                    the following circumstances without the Executive's express
                    written consent:

                    (i)    a significant adverse change in the nature, scope or
                           status of the Executive's position, authorities or
                           duties from those in effect immediately prior to the
                           Change in Control, including, without limitation, if
                           the Executive was, immediately prior to the Change in
                           Control, an executive officer of a public company,
                           the Executive ceasing to be an executive officer of a
                           public company;

                    (ii)   the failure by the Company to pay the Executive any
                           portion of the Executive's current compensation, or
                           to pay the Executive any portion of any installment
                           of deferred compensation under any deferred
                           compensation program of the

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                           Company, within seven days of the date such
                           compensation is due;

                    (iii)  a reduction in the Executive's annual base salary (or
                           a material change in the frequency of payment) as in
                           effect immediately prior to the Change in Control as
                           the same may be increased from time to time;

                    (iv)   the failure by the Company to award the Executive an
                           annual bonus in any year which is at least equal to
                           the annual bonus, awarded to the Executive under the
                           annual bonus plan of the Company for the year
                           immediately preceding the year of the Change in
                           Control;

                    (v)    the failure by the Company to award the Executive
                           equity-based incentive compensation (such as stock
                           options, shares of restricted stock, or other
                           equity-based compensation) on a periodic basis
                           consistent with the Company's practices with respect
                           to timing, value and terms prior to the Change in
                           Control;

                    (vi)   the failure by the Company to continue to provide the
                           Executive with the welfare benefits, fringe benefits
                           and perquisites enjoyed by the Executive immediately
                           prior to the Change in Control under any of the
                           Company's plans or policies, including, but not
                           limited to, those plans and policies providing
                           pension, life insurance, medical, health and
                           accident, disability, vacation, executive automobile,
                           executive tax or financial advice benefits or club
                           dues;

                    (vii)  the relocation of the Company's principal executive
                           offices to a location more than thirty-five miles
                           from the location of such offices immediately prior
                           to the Change in Control or the Company requiring the
                           Executive to be based anywhere other than the
                           Company's principal executive offices except for
                           required travel to the Company's business to an
                           extent substantially consistent with the Executive's
                           business travel obligations immediately prior to the
                           Change in Control; or

                    (viii) the failure of the Company to obtain a satisfactory
                           agreement from any successor to the Company to

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                           assume and agree to perform this Agreement as
                           contemplated by Section 16.

                    For purposes of any determination regarding the existence of
                    Good Reason, any good faith determination by the Executive
                    that Good Reason exists shall be conclusive.

          3. CHANGE IN CONTROL BENEFITS. In the event of a termination of
employment entitling the Executive to benefits in accordance with Section 2, the
Executive shall receive the following:

               (a)  The Executive shall be entitled to receive the following
                    employee welfare benefits: medical, accident, dental,
                    prescription, and life insurance coverage for the Executive
                    (and, where applicable under the Company's welfare benefit
                    plans, the Executive's family) through the third anniversary
                    of the Executive's date of termination of employment, or, if
                    earlier, the date on which the Executive becomes employed by
                    another employer. The benefits provided by the Company shall
                    be no less favorable in terms of coverage and cost to the
                    Executive than those provided under the Company's welfare
                    benefit plans applicable to the Executive (and, where
                    applicable, the Executive's family) prior to the Change in
                    Control, determined as if the Executive remained in the
                    employ of the Company through such third anniversary. For
                    purposes of determining eligibility of the Executive for
                    retiree welfare benefits, the Executive shall be considered
                    to have remained in the employ of the Company through such
                    third anniversary.

               (b)  If the Executive's date of termination occurs after the end
                    of a performance period applicable to an annual incentive
                    (bonus) award, and prior to the payment of the award for the
                    period, the Executive shall be entitled to a lump sum
                    payment in cash no later than twenty (20) business days
                    after the date of termination equal to the greatest of (i)
                    the Executive's annual incentive (bonus) award for that
                    period, as determined under the terms of that incentive
                    award arrangement, (ii) the Executive's annual incentive
                    (bonus) award for that period, with the determination of the
                    amount of such award based on an assumption that the target
                    level of performance had been achieved or (iii) the
                    Participant's average annual incentive (bonus) award for the
                    three annual performance periods preceding that period
                    (provided that if the Participant was not a participant in
                    the incentive award arrangement for any of those three prior
                    years, the

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                    averaging period shall be reduced from three years to the
                    number of years during the three year period in which the
                    Participant was a participant; and further provided that if
                    the Participant's award for any such year was reduced
                    because the Participant was not a participant for the full
                    year, such amount shall be annualized for purposes of the
                    computation in this clause (iii)).

               (c)  For any annual incentive (bonus) plan or arrangement in
                    which the Executive participates for the performance period
                    in which the Executive's termination of employment occurs,
                    the Executive shall be entitled to a lump sum payment in
                    cash no later than twenty (20) business days after the date
                    of termination equal to the greater of (i) the Executive's
                    annual incentive (bonus) award for the performance period
                    that includes the date of termination, with the
                    determination of the amount of such award based on an
                    assumption that the target level of performance has been
                    achieved or (ii) the Executive's average annual incentive
                    (bonus) award for the three annual performance periods
                    preceding the performance period that includes the date of
                    termination (provided that if the Executive was not a
                    participant in the incentive award arrangement for any of
                    those three prior years, the averaging period shall be
                    reduced from three years to the number of years during the
                    three year period in which the Executive was a participant;
                    and further provided that if the Executive's award for any
                    such year was reduced because the Executive was not a
                    participant for the full year, such amount shall be
                    annualized for purposes of the computation in this clause
                    (ii)); provided that such payment shall be subject to a
                    pro-rata reduction to reflect the number of days in the
                    performance period following the date of termination. The
                    amount payable under this paragraph (c) shall be in lieu of
                    any amounts that may otherwise be due to the Executive with
                    respect to any annual incentive (bonus) plan or arrangement
                    in which the Executive participates for the performance
                    period in which the Executive's date of termination occurs.

               (d)  The Executive shall be entitled to a lump sum payment in
                    cash no later than twenty business days after the
                    Executive's date of termination equal to the sum of:

                    (i)    an amount equal to three times the Executive's annual
                           salary rate in effect on the date of the

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                           Change in Control or, or if greater, as in effect
                           immediately prior to the date of termination; plus

                    (ii)   an amount equal to three times the greater of (x) the
                           Executive's annual incentive (bonus) award for the
                           performance period that includes the date of the
                           Executive's termination of employment, with the
                           determination of the amount of such award based on an
                           assumption that the target level of performance has
                           been achieved or (y) the Executive's average annual
                           incentive (bonus) award for the three annual
                           performance periods preceding the performance period
                           that includes the date of termination (provided that
                           if the Executive was not a participant in the
                           incentive award arrangement for any of those three
                           prior years, the averaging period shall be reduced
                           from three years to the number of years during the
                           three year period in which the Executive was a
                           participant; and further provided that if the
                           Executive's award for any such year was reduced
                           because the Executive was not a participant for the
                           full year, such amount shall be annualized for
                           purposes of the computation in this subparagraph
                           (ii)).

                    The amount payable under this paragraph (d) shall be
                    inclusive of the amounts, if any, to which the Executive
                    would otherwise be entitled as severance pay under any
                    severance pay plan, or by law and shall be in addition to
                    (and not inclusive of) any amount payable under any written
                    agreement(s) directly between the Executive and the Company
                    or any of its subsidiaries.

               (e)  The Executive shall be entitled to benefits under the Abbott
                    Laboratories Supplemental Pension Plan (the "Supplemental
                    Plan") which shall be determined as if the Executive had
                    been credited for benefit accrual purposes with three
                    additional years of service and three additional years of
                    eligible earnings at the higher of the Executive's eligible
                    earnings on the date of termination or the Executive's
                    eligible earnings on the date of the Change in Control and,
                    for purposes of determining the Executive's eligibility for
                    subsidized early retirement benefits, determined as if the
                    Executive were three years older than the Executive's actual
                    age on the date of termination. For purposes of this
                    paragraph (e), "eligible earnings" shall include salary,
                    annual incentive (bonus) awards and all

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                    other forms of compensation used to calculate benefits under
                    the Supplemental Plan. The amounts of the annual incentive
                    (bonus) awards shall be calculated in accordance with this
                    paragraph (e) and, to the extent applicable, paragraphs (b)
                    and (c) above. The Executive's benefits under the
                    Supplemental Plan shall be determined, paid and administered
                    without regard to any termination or amendment (including
                    any amendment affecting actuarial factors) of such plan or
                    of any other plan, which is adopted on or after a Change in
                    Control or in contemplation of a Change in Control and,
                    subject to paragraph (f) below, shall be paid in accordance
                    with the terms of that plan and the Executive's elections
                    under that plan. Within twenty (20) days of Executive's date
                    of termination, the Company shall provide the Executive with
                    all forms, elections and materials required in connection
                    with the funding or payment of the Executive's benefits
                    under that plan. Within twenty (20) days of the Company's
                    receipt of properly executed and completed forms, elections
                    and other required materials from the Executive, the Company
                    shall fund the additional benefits to the extent provided by
                    the terms of such plan.

               (f)  The Executive shall be entitled to elect that all or any
                    portion of the amounts payable under paragraphs 3(b) and
                    3(c) and subparagraph 3(d)(ii) above (less applicable tax
                    withholding) be paid directly to a grantor trust established
                    by the Executive to the same extent as bonuses payable under
                    the 1986 Abbott Laboratories Management Incentive Plan, the
                    1998 Abbott Laboratories Performance Incentive Plan, or any
                    successor plans thereto with all of the rights and
                    entitlements attendant thereto.

               (g)  The Company shall provide the Executive with outplacement
                    services and tax and financial counseling suitable to the
                    Executive's position through the third anniversary of the
                    date of the Executive's termination of employment, or, if
                    earlier, the date on which the Executive becomes employed by
                    another employer.

               If the Executive is a participant in the 1998 Abbott Laboratories
Performance Incentive Plan or any successor thereto, the Executive's annual
incentive (bonus) award for the performance period which includes the date of
termination under paragraphs (c) and (d)(ii) above and, if applicable, for the
period preceding the date of termination under paragraph (b) shall, be
determined under the bonus levels communicated in writing to the Executive by
the Company for such year and shall not be the Executive's individual base award
allocation as defined in Section 4.2 of the 1998

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Abbott Laboratories Performance Incentive Plan (or any corresponding provision
of any successor plan).

          4. MITIGATION. The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise. Except as set forth in paragraph 3(a) with respect to benefits,
the Company shall not be entitled to set off against the amounts payable to the
Executive under this Agreement any amounts owed to the Company by the Executive,
any amounts earned by the Executive in other employment after the Executive's
termination of employment with the Company, or any amounts which might have been
earned by the Executive in other employment had the Executive sought such other
employment.

          5. MAKE-WHOLE PAYMENTS. If any payment or benefit to which the
Executive (or any person on account of the Executive) is entitled, whether under
this Agreement or otherwise, in connection with a Change in Control or the
Executive's termination of employment (a "Payment") constitutes a "parachute
payment" within the meaning of section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and as a result thereof the Executive is subject
to a tax under section 4999 of the Code, or any successor thereto, (an "Excise
Tax"), the Company shall pay to the Executive an additional amount (the
"Make-Whole Amount") which is intended to make the Executive whole for such
Excise Tax. The Make-Whole Amount shall be equal to (i) the amount of the Excise
Tax, plus (ii) the aggregate amount of any interest, penalties, fines or
additions to any tax which are imposed in connection with the imposition of such
Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on
the Executive under the laws of any Federal, state or local government or taxing
authority by reason of the payments required under clauses (i) and (ii) and this
clause (iii).

               (a)  For purposes of determining the Make-Whole Amount, the
                    Executive shall be deemed to be taxed at the highest
                    marginal rate under all applicable local, state, federal and
                    foreign income tax laws for the year in which the Make-Whole
                    Amount is paid. The Make-Whole Amount payable with respect
                    to an Excise Tax shall be paid by the Company coincident
                    with the Payment with respect to which such Excise Tax
                    relates.

               (b)  All calculations under this Section 5 shall be made
                    initially by the Company and the Company shall provide
                    prompt written notice thereof to the Executive to enable the
                    Executive to timely file all applicable tax returns. Upon
                    request of the Executive, the Company shall provide the
                    Executive with sufficient tax and compensation data to
                    enable the Executive or the Executive's tax advisor to
                    independently make the calculations described in
                    subparagraph (a) above and the Company shall reimburse the
                    Executive for reasonable fees and expenses incurred for any
                    such verification.

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               (c)  If the Executive gives written notice to the Company of any
                    objection to the results of the Company's calculations
                    within 60 days of the Executive's receipt of written notice
                    thereof, the dispute shall be referred for determination to
                    independent tax counsel selected by the Company and
                    reasonably acceptable to the Executive ("Tax Counsel"). The
                    Company shall pay all fees and expenses of such Tax Counsel.
                    Pending such determination by Tax Counsel, the Company shall
                    pay the Executive the Make-Whole Amount as determined by it
                    in good faith. The Company shall pay the Executive any
                    additional amount determined by Tax Counsel to be due under
                    this Section 5 (together with interest thereon at a rate
                    equal to 120% of the Federal short-term rate determined
                    under section 1274(d) of the Code) promptly after such
                    determination.

               (d)  The determination by Tax Counsel shall be conclusive and
                    binding upon all parties unless the Internal Revenue
                    Service, a court of competent jurisdiction, or such other
                    duly empowered governmental body or agency (a "Tax
                    Authority") determines that the Executive owes a greater or
                    lesser amount of Excise Tax with respect to any Payment than
                    the amount determined by Tax Counsel.

               (e)  If a Taxing Authority makes a claim against the Executive
                    which, if successful, would require the Company to make a
                    payment under this Section 5, the Executive agrees to
                    contest the claim with counsel reasonably satisfactory to
                    the Company, on request of the Company subject to the
                    following conditions:

                    (i)    The Executive shall notify the Company of any such
                           claim within 10 days of becoming aware thereof. In
                           the event that the Company desires the claim to be
                           contested, it shall promptly (but in no event more
                           than 30 days after the notice from the Executive or
                           such shorter time as the Taxing Authority may specify
                           for responding to such claim) request the Executive
                           to contest the claim. The Executive shall not make
                           any payment of any tax which is the subject of the
                           claim before the Executive has given the notice or
                           during the 30-day period thereafter unless the
                           Executive receives written instructions from the
                           Company to make such payment together with an advance
                           of funds sufficient to make the requested payment
                           plus any amounts payable under this Section 5
                           determined as

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                           if such advance were an Excise Tax, in which case the
                           Executive will act promptly in accordance with such
                           instructions.

                    (ii)   If the Company so requests, the Executive will
                           contest the claim by either paying the tax claimed
                           and suing for a refund in the appropriate court or
                           contesting the claim in the United States Tax Court
                           or other appropriate court, as directed by the
                           Company; PROVIDED, HOWEVER, that any request by the
                           Company for the Executive to pay the tax shall be
                           accompanied by an advance from the Company to the
                           Executive of funds sufficient to make the requested
                           payment plus any amounts payable under this Section 5
                           determined as if such advance were an Excise Tax. If
                           directed by the Company in writing the Executive will
                           take all action necessary to compromise or settle the
                           claim, but in no event will the Executive compromise
                           or settle the claim or cease to contest the claim
                           without the written consent of the Company; PROVIDED,
                           HOWEVER, that the Executive may take any such action
                           if the Executive waives in writing the Executive's
                           right to a payment under this Section 5 for any
                           amounts payable in connection with such claim. The
                           Executive agrees to cooperate in good faith with the
                           Company in contesting the claim and to comply with
                           any reasonable request from the Company concerning
                           the contest of the claim, including the pursuit of
                           administrative remedies, the appropriate forum for
                           any judicial proceedings, and the legal basis for
                           contesting the claim. Upon request of the Company,
                           the Executive shall take appropriate appeals of any
                           judgment or decision that would require the Company
                           to make a payment under this Section 5. Provided that
                           the Executive is in compliance with the provisions
                           of this section, the Company shall be liable for and
                           indemnify the Executive against any loss in
                           connection with, and all costs and expenses,
                           including attorneys' fees, which may be incurred as a
                           result of, contesting the claim, and shall provide to
                           the Executive within 30 days after each written
                           request therefor by the Executive cash advances or
                           reimbursement for all such costs and expenses
                           actually incurred or reasonably expected to be
                           incurred by the Executive as a result of contesting
                           the claim.

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               (f)  Should a Tax Authority finally determine that an additional
                    Excise Tax is owed, then the Company shall pay an additional
                    Make-Whole Amount to the Executive in a manner consistent
                    with this Section 5 with respect to any additional Excise
                    Tax and any assessed interest, fines, or penalties. If any
                    Excise Tax as calculated by the Company or Tax Counsel, as
                    the case may be, is finally determined by a Tax Authority to
                    exceed the amount required to be paid under applicable law,
                    then the Executive shall repay such excess to the Company
                    within 30 days of such determination; provided that such
                    repayment shall be reduced by the amount of any taxes paid
                    by the Executive on such excess which is not offset by the
                    tax benefit attributable to the repayment.

          6. TERMINATION DURING POTENTIAL CHANGE IN CONTROL. If a Potential
Change in Control (as defined in Section 8) occurs during the Agreement Term,
and the Company terminates the Executive's employment for reasons other than
Permanent Disability or Cause during such Potential Change in Control, the
Executive shall be entitled to receive the benefits that the Executive would
have received under Section 3, such benefits to be calculated based upon the
Executive's compensation prior to the actual termination of employment but paid
within 20 business days of the date of such termination.

          7. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall be deemed to have occurred on the earliest of the following
dates:

               (a)  the date any Person is or becomes the Beneficial Owner,
                    directly or indirectly, of securities of 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 (i) of
                    paragraph (c) below; or

               (b)  the date on which 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 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 or nomination for election by the
                    Company's shareholders was approved or recommended by a vote
                    of at

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                    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 (i) a merger or consolidation (A)
                    immediately following which the individuals who comprise the
                    Board 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 (B)
                    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 (ii) 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

               (d)  the date on which 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

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                    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 Agreement: "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.

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

               (b)  Any Person (without regard to the exclusions set forth in
                    subsections (i) through (iv) of such definition) publicly
                    announces an intention to take or to consider taking actions
                    the consummation of which would constitute a Change in
                    Control; provided that a Potential Change in Control

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                    described in this paragraph (b) shall cease to exist upon
                    the withdrawal of such intention, or upon a determination by
                    the Board 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 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 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.

          9. STOCK AND OPTION AWARDS. With respect to any award granted to the
Executive under the Company's 1996 Incentive Stock Program (the "Program"), any
Prior Program (as defined in the Program) or any successor program, the
following shall apply:

               (a)  if the award (other than incentive stock options granted
                    pursuant to Section 422 of the Internal Revenue Code (each
                    an "Incentive Stock Option") prior to the first date on
                    which the Original Agreement was executed) includes a
                    provision substantially similar to the provision contained
                    in the first paragraph in Appendix A, then after a Change in
                    Control no forfeiture shall be effected pursuant to such
                    provision unless the Executive shall have been terminated
                    for "Cause" within the meaning of paragraph 2(b) above;

               (b)  if the award (other than an Incentive Stock Option granted
                    prior to the Effective Date) includes a provision
                    substantially similar to the provision contained in the
                    second paragraph in Appendix A, then after a Change in
                    Control no forfeiture shall be effected pursuant to such
                    provision unless the Executive shall have been terminated
                    for "Cause" within the meaning of paragraph 2(b) above; and

               (c)  if the Executive becomes entitled to Change in Control
                    Benefits under Section 2 above, then in determining the

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                    Executive's rights with respect to that award, other than
                    Incentive Stock Options granted prior to the later of:

                    (i)    December 8, 2000, or

                    (ii)   the first date on which the Original Agreement was
                           executed, the Executive shall be treated as having
                           incurred a termination of employment due to
                           retirement.

          10. WITHHOLDING. All payments to the Executive under this Agreement
will be subject to withholding of applicable taxes. The Company shall withhold
the applicable taxes in an amount calculated at the minimum statutory rate and
shall pay the amount so withheld to the appropriate tax authority.

          11. NONALIENATION. The interests of the Executive under this Agreement
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Executive or the Executive's beneficiary.

          12. AMENDMENT. This Agreement may be amended or canceled only by
mutual agreement of the parties in writing without the consent of any other
person. So long as the Executive lives, no person, other than the parties
hereto, shall have any rights under or interest in this Agreement or the subject
matter hereof.

          13. APPLICABLE LAW. The provisions of this Agreement shall be
construed in accordance with the laws of the State of Illinois, without regard
to the conflict of law provisions of any state.

          14. SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted (but only to the extent that
such provision cannot be appropriately reformed or modified).

          15. WAIVER OF BREACH. No waiver by any party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party of any similar or dissimilar provisions and conditions at the same or any
prior or subsequent time. The failure of any party hereto to take any action by
reason of such breach will not deprive such party of the right to take action at
any time while such breach continues.

          16. SUCCESSORS, ASSUMPTION OF CONTRACT. This Agreement shall be
binding upon and inure to the benefit of the Company and any successor of the
Company. The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement

<Page>

in the same manner and to the same extent that the Company would be required to
perform it if no succession had taken place. This Agreement is personal to the
Executive and may not be assigned by the Executive without the written consent
of the Company. However, to the extent that rights or benefits under this
Agreement otherwise survive the Executive's death, the Executive's heirs and
estate shall succeed to such rights and benefits pursuant to the Executive's
will or the laws of descent and distribution; provided that the Executive shall
have the right at any time and from time to time, by notice delivered to the
Company, to designate or to change the beneficiary or beneficiaries with respect
to such benefits.

          17. NOTICES. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below. Such notices, demands, claims and other
communications shall be deemed given:

               (a)  in the case of delivery by overnight service with guaranteed
                    next day delivery, the next day or the day designated for
                    delivery;

               (b)  in the case of certified or registered U.S. mail, five days
                    after deposit in the U.S. mail; or

               (c)  in the case of facsimile, the date upon which the
                    transmitting party received confirmation of receipt by
                    facsimile, telephone or otherwise;

provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that are
to be delivered by the U.S. mail or by overnight service or two-day delivery
service are to be delivered to the addresses set forth below:

     to the Company:

          Senior Vice President, Human Resources
          Abbott Laboratories
          100 Abbott Park Road
          Abbott Park, Illinois 60064

     with a copy (which shall not constitute notice) to:

          General Counsel and Secretary
          Abbott Laboratories
          100 Abbott Park Road
          Abbott Park, Illinois 60064

     or to the Executive:

<Page>

          Name
          Address
          City, State Zip

Each party, by written notice furnished to the other party, may modify the
applicable delivery address, except that notice of change of address shall be
effective only upon receipt.

          18. RESOLUTION OF ALL DISPUTES. Any controversy or claim arising out
of or relating to this Agreement (or the breach thereof) (a "Dispute") shall be
settled by alternative dispute resolution procedures in accordance with Appendix
B hereto. During the pendency of any Dispute, the Company shall continue to pay
the Executive the full compensation in effect when the notice giving rise to the
Dispute was given (including, but not limited to, salary) and continue the
Executive (and, where applicable, the Executive's family) as a participant in
all compensation, benefit and insurance plans in which the Executive was
participating when the notice giving rise to the Dispute was given, until such
Dispute is resolved.

          19. LEGAL AND ENFORCEMENT COSTS. The provisions of this Section 19
shall apply if it becomes necessary or desirable for the Executive to retain
legal counsel or incur other costs and expenses in connection with enforcing any
and all rights under this Agreement or any other compensation plan maintained by
the Company, including, but not limited to, the Abbott Laboratories Deferred
Compensation Plan, the Abbott Laboratories 1991 Incentive Stock Program, the
Abbott Laboratories 1996 Incentive Stock Program, the 1998 Abbott Laboratories
Performance Incentive Plan, the Abbott Laboratories 401(k) Supplemental Plan,
the Abbott Laboratories Supplemental Pension Plan, the 1986 Abbott Laboratories
Management Incentive Plan or, in each case, any trust adopted pursuant thereto:

               (a)  The Executive shall be entitled to recover from the Company
                    reasonable attorneys' fees, costs and expenses incurred in
                    connection with such enforcement or defense.

               (b)  Payments required under this Section 19 shall be made by the
                    Company to the Executive (or directly to the Executive's
                    attorney) promptly following submission to the Company of
                    appropriate documentation evidencing the incurrence of such
                    attorneys' fees, costs, and expenses.

               (c)  The Executive shall be entitled to select legal counsel;
                    provided, however, that such right of selection shall not
                    affect the requirement that any costs and expenses
                    reimbursable under this Section 19 be reasonable.

<Page>

               (d)  The Executive's rights to payments under this Section 19
                    shall not be affected by the final outcome of any dispute
                    with the Company.

          20. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in
this Agreement, the rights and obligations of the parties to this Agreement
shall survive the termination of the Executive's employment with the Company.

          21. ENTIRE AGREEMENT. Except as otherwise provided herein, this
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior or contemporaneous agreements,
between the parties relating to the subject matter hereof including but not
limited to the Original Agreement; provided, however, that nothing in this
Agreement shall be construed to limit any policy or agreement that is otherwise
applicable relating to confidentiality, rights to inventions, copyrightable
material, business and/or technical information, trade secrets, solicitation of
employees, interference with relationships with other businesses, competition,
and other similar policies or agreement for the protection of the business and
operations of the Company and the subsidiaries.

          22. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.

<Page>

          IN WITNESS THEREOF, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
and its corporate seal to be hereunto affixed on this _____ day of ___________,
2003, all as of the Effective Date.


                                        ----------------------------------------
                                        EXECUTIVE


                                        ABBOTT LABORATORIES


                                        By
                                        ----------------------------------------

                                        Its
                                        ----------------------------------------
ATTEST:


------------------------------
          (Seal)

<Page>

                                   APPENDIX A

                      AGREEMENT REGARDING CHANGE IN CONTROL
                  FORFEITURE PROVISION REFERENCED IN SECTION 9

          Notwithstanding paragraphs (x*), (y*) and (z*), these options (this
restricted stock award, etc.) shall immediately terminate (be forfeited), if in
the sole opinion and discretion of the Compensation Committee or its delegate,
the employee (a) engages in a material breach of the company's Code of Business
Conduct; (b) commits an act of fraud, embezzlement or theft in connection with
the employee's duties or in the course of employment; or (c) wrongfully
discloses secret processes or confidential information of the company or its
subsidiaries.

          Notwithstanding paragraphs (x*), (y*) and (z*), these options shall
immediately terminate in the event the employee engages directly or indirectly,
for the benefit of the employee or others, in any activity, employment or
business during employment or within twelve (12) months after the date of
termination or retirement which, in the sole opinion and discretion of the
compensation committee or its delegate, is competitive with the company or any
of its subsidiaries.

----------
* Provisions contained in the agreements pertaining to nonforfeiture for death,
disability, etc.

<Page>

                                   APPENDIX B

                      AGREEMENT REGARDING CHANGE IN CONTROL
                    ALTERNATIVE DISPUTE RESOLUTION PROCEDURES

          The parties to the Agreement Regarding Change in Control dated as of
the 20th day of June, 2003 (the "Agreement") recognize that a bona fide dispute
as to certain matters may arise from time to time during the term of the
Agreement which relates to either party's rights and/or obligations. To have
such a dispute resolved by this Alternative Dispute Resolution ("ADR")
provision, a party first must send written notice of the dispute to the other
party for attempted resolution by good faith negotiations between the Executive
and the Company within twenty-eight (28) days after such notice is received (all
references to "days" in the ADR provision are to calendar days).

          If the matter has not been resolved within twenty-eight (28) days of
the notice of dispute, or if the parties fail to meet within such twenty-eight
(28) days, either party may initiate an ADR proceeding as provided herein. The
parties shall have the right to be represented by counsel in such a proceeding.

          1.   To begin an ADR proceeding, a party shall provide written notice
to the other party of the issues to be resolved by ADR. Within fourteen (14)
days after its receipt of such notice, the other party may, by written notice to
the party initiating the ADR, add additional issues to be resolved within the
same ADR.

          2.   Within twenty-one (21) days following receipt of the original ADR
notice, the parties shall select a mutually acceptable neutral to preside in the
resolution of any disputes in this ADR proceeding. If the parties are unable to
agree on a mutually acceptable neutral within such period, either party may
request the President of the CPR Institute for Dispute Resolution ("CPR"), 366
Madison Avenue, 14th Floor, New York, New York 10017, to select a neutral
pursuant to the following procedures:

               (a)  The CPR shall submit to the parties a list of not less than
                    five (5) candidates within fourteen (14) days after receipt
                    of the request, along with a CURRICULUM VITAE for each
                    candidate. No candidate shall be an employee, director or
                    shareholder of either party or any of their subsidiaries or
                    affiliates.

               (b)  Such list shall include a statement of disclosure by each
                    candidate of any circumstances likely to affect his or her
                    impartiality.

               (c)  Each party shall number the candidates in order of
                    preference (with the number one (1) signifying the greatest
                    preference) and shall deliver the list to the CPR within
                    seven (7) days following receipt of the list of candidates.
                    If a party believes a conflict of interest exists regarding
                    any of the candidates, that party shall provide a written

<Page>

                    explanation of the conflict to the CPR along with its list
                    showing its order of preference for the candidates. Any
                    party failing to return a list of preferences on time shall
                    be deemed to have no order of preference.

               (d)  If the parties collectively have identified fewer than three
                    (3) candidates deemed to have conflicts, the CPR immediately
                    shall designate as the neutral the candidate for whom the
                    parties collectively have indicated the greatest preference.
                    If a tie should result between two candidates, the CPR may
                    designate either candidate. If the parties collectively have
                    identified three (3) or more candidates deemed to have
                    conflicts, the CPR shall review the explanations regarding
                    conflicts and, in its sole discretion, may either (i)
                    immediately designate as the neutral the candidate for whom
                    the parties collectively have indicated the greatest
                    preference, or (ii) issue a new list of not less than five
                    (5) candidates, in which case the procedures set forth in
                    subparagraphs 2(a)-2(d) shall be repeated.

          3.   No earlier than twenty-eight (28) days or later than fifty-six
(56) days after selection, the neutral shall hold a hearing to resolve each of
the issues identified by the parties. The ADR proceeding shall take place at a
location agreed upon by the parties. If the parties cannot agree, the neutral
shall designate a location other than the principal place of business of either
party or any of the subsidiaries or affiliates.

          4.   At least seven (7) days prior to the hearing, each party shall
submit the following to the other party and the neutral:

               (a)  a copy of all exhibits on which such party intends to rely
                    in any oral or written presentation to the neutral;

               (b)  a list of any witnesses such party intends to call at the
                    hearing, and a short summary of the anticipated testimony of
                    each witness;

               (c)  a proposed ruling on each issue to be resolved, together
                    with a request for a specific damage award or other remedy
                    for each issue. The proposed rulings and remedies shall not
                    contain any recitation of the facts or any legal arguments
                    and shall not exceed one (1) page per issue.

               (d)  a brief in support of such party's proposed rulings and
                    remedies, provided that the brief shall not exceed twenty
                    (20) pages. This page limitation shall apply regardless of
                    the number of issues raised in the ADR proceeding. Except as
                    expressly set forth in subparagraphs 4(a) - 4(d), no

<Page>

                    discovery shall be required or permitted by any means,
                    including deposition, interrogatories, requests for
                    admissions or production of documents.

          5.   The hearing shall be conducted on two (2) consecutive days and
shall be governed by the following rules:

               (a)  Each party shall be entitled to five (5) hours of hearing
                    time to present its case. The neutral shall determine
                    whether each party has had the five (5) hours to which it is
                    entitled.

               (b)  Each party shall be entitled, but not required, to make an
                    opening statement, to present regular or rebuttal testimony,
                    documents or other evidence, to cross-examine witnesses and
                    to make a closing argument. Cross-examination of witnesses
                    shall occur immediately after their direct testimony, and
                    cross-examination time shall be charged against the party
                    conducting the cross-examination.

               (c)  The party initiating the ADR shall begin the hearing and, if
                    it chooses to make an opening statement, shall address not
                    only issues it raised, but also any issues raised by the
                    responding party. The responding party, if it chooses to
                    make an opening statement, also shall address all issues
                    raised in the ADR. Thereafter, the presentation of regular
                    and rebuttal testimony and documents, other evidence and
                    closing arguments shall proceed in the same sequence.

               (d)  Except when testifying, witnesses shall be excluded from the
                    hearing until closing arguments.

               (e)  Settlement negotiations, including any statements made
                    therein, shall not be admissible under any circumstances.
                    Affidavits prepared for purposes of the ADR hearing also
                    shall not be admissible. As to all other matters, the
                    neutral shall have sole discretion regarding the
                    admissibility of any evidence.

          6.   Within seven (7) days following completion of the hearing, each
party may submit to the other party and the neutral a post-hearing brief in
support of its proposed rulings and remedies, provided that such brief shall not
contain or discuss any new evidence and shall not exceed ten (10) pages. This
page limitation shall apply regardless of the number of issues raised in the ADR
proceeding.

          7.   The neutral shall rule on each disputed issue within fourteen
(14) days following completion of the hearing. Such ruling shall adopt in its
entirety the proposed ruling and remedy of one of the parties on each disputed
issue but may adopt one party's proposed rulings and remedies on some issues and
the other party's proposed

<Page>

rulings and remedies on other issues. The neutral shall not issue any written
opinion or otherwise explain the basis of the ruling.

          8.   The neutral shall be paid a reasonable fee plus expenses by the
Company. The Company shall bear its own fees and expenses. The Executive's fees
and expenses shall be paid or reimbursed by the Company to the extent provided
by the Agreement.

          9.   The rulings of the neutral and the allocation of fees and
expenses shall be binding, non-reviewable, and non-appealable, and may be
entered as a final judgment in any court having jurisdiction.

          10.  Except as provided in Section 9 or as required by law, the
existence of the dispute, any settlement negotiations, the ADR hearing, any
submissions (including exhibits, testimony, proposed rulings, and briefs), and
the rulings shall be deemed Confidential Information. The neutral shall have the
authority to impose sanctions for unauthorized disclosure of Confidential
Information.