<PAGE>



                               AGREEMENT REGARDING
                                CHANGE IN CONTROL

         THIS AGREEMENT ("Agreement"), is made and entered into as of the 8th
day of December, 2000, 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 (the "Effective Date") 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, 2002. As of December 31,
2000, 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



<PAGE>


Company for any reason other than Permanent Disability or Cause, or (ii) by the
Executive for Good Reason. For purposes of this Agreement:

(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;

         (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 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



                                        2

<PAGE>



                  annual bonus plan of the Company for the year immediately
                  preceding the year of the Change in Control;





                                        3

<PAGE>



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

         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



                                        4

<PAGE>



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




                                        5

<PAGE>



         (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 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



                                        6

<PAGE>



         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.





                                        7

<PAGE>



(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.

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 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, other than the portion thereof that is attributable solely to
equity-based compensation. The Make-Whole Amount shall be equal to (x) minus (y)
where (x) is 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), and (y)
is the amount that would be determined under such clauses (i), (ii), and (iii)
if the only parachute payments received by the Executive were equity-based
Payments, including but not limited to

                                       8

<PAGE>



the accelerated vesting of stock options, shares of restricted stock, or any
other equity based award.


(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.

(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



                                       9
<PAGE>


                  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 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.

(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


                                       10
<PAGE>


         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 entity or person (including a "group" as defined in
         Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange
         Act")) shall have become the beneficial owner of, or shall have
         obtained voting control over, twenty percent (20%) or more of the
         outstanding common shares of the Company;

(b)      the date on which the Company (i) merges or consolidates with or into
         another corporation, or merges another corporation into the Company, in
         which the Company is not the continuing or surviving corporation or
         pursuant to which any common shares of the Company are converted into
         cash, securities of another corporation, or other property, other than
         a merger or consolidation of the Company in which holders of common
         shares immediately prior to the merger have the same proportionate
         ownership of common stock of the surviving corporation or its parent
         corporation immediately after the merger as immediately before, or (ii)
         sells or otherwise disposes of substantially all of the assets of the
         Company; or

(c)      the date there shall have been a change in a majority of the Board of
         Directors of the Company within a twelve (12) month period unless the
         nomination for election by the Company's shareholders of each new
         director was approved by the vote of two-thirds of the directors then
         still in office who were in office at the beginning of the twelve (12)
         month period.

         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):



                                       11
<PAGE>



(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 (including the Company) publicly announces an intention to
         take or to consider taking actions the consummation of which would
         constitute a Change in Control; provided that a Potential Change in
         Control described in this paragraph (b) shall cease to exist upon the
         withdrawal of such intention, or upon a reasonable determination by the
         Board that there is no reasonable chance that such actions would be
         consummated.

(c)      The acquisition by any person (within the meaning of Section 13(d)(3)
         or 14(d)(2) of the Securities Exchange Act of 1934) of beneficial
         ownership of 10 percent or more of the then outstanding shares of
         common stock of the Company; but excluding, for this purpose, any such
         acquisition by:

         (i)      the Company, any subsidiary, any employee benefit plan (or
                  related trust, or a fiduciary of the plan or trust) maintained
                  by the Company or any Subsidiary, or any person who satisfies
                  the requirements set forth in Rule 13d-1(b)(1)(i) and (ii)
                  promulgated under the Securities Exchange Act of 1934; or

         (ii)     any corporation with respect to which, following such
                  acquisition, more than 50 percent of the then outstanding
                  shares of common stock of such corporation is then
                  beneficially owned by all or substantially all of the
                  individuals and entities who were the beneficial owners of
                  common stock of the Company immediately prior to such
                  acquisition, and in substantially the same proportion as their
                  ownership, immediately prior to such acquisition, of the then
                  outstanding shares of common stock of the Company.

(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 reasonable 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 date on which the Original Agreement was
         executed) includes a provision substantially similar to the


                                       12
<PAGE>



         provision contained on 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

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



                                       13
<PAGE>


reason of such breach will not deprive such party of the right to take action at
any time while such breach continues.



                                       14
<PAGE>



         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 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


                                       15
<PAGE>


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:

         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) shall be settled by
alternative dispute resolution procedures in accordance with Appendix B hereto.

         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:

(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.

(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.



                                       16
<PAGE>



         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.

         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 ___________,
2001, all as of the Effective Date.



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


                                            ABBOTT LABORATORIES


                                   By
                                      ------------------------------------------
                                   Its
                                      ------------------------------------------

ATTEST:


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



                                       17
<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.



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



                                       18
<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 1st day
of January, 2000 (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.


                                       19
<PAGE>




         (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 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.



                                       20
<PAGE>



         Except as expressly set forth in subparagraphs 4(a) - 4(d), no
         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

                                       21
<PAGE>


         rulings and remedies on some issues and the other party's proposed
         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.



                                       22