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Exhibit 10.17  


 
  1998 ABBOTT LABORATORIES
  PERFORMANCE INCENTIVE PLAN
  RULES    
    


SECTION 1  


Introduction  


        1.1    Background and Purpose.    This 1998 ABBOTT LABORATORIES PERFORMANCE INCENTIVE PLAN (the "Plan") is intended to
work in tandem with the 1986 Abbott Laboratories Management Incentive Plan (the "Management Incentive Plan") and shall be so construed. The accounts established under the Plan may be maintained
together with the accounts established under the Management Incentive Plan. If a participant of the Plan directs that the current payment of a portion of his or her final award allocation be paid
directly to a Grantor Trust pursuant to Section 3.1, the Committee may permit the payment to be made to a Grantor Trust that the participant has established under the Management Incentive Plan. 


        1.2    Fiscal Year.    The term "fiscal year," as used in this Plan, means the fiscal period from time to time
employed by Abbott for the purpose of reporting earnings to shareholders. 


SECTION 2

 

Participation  


        2.1    Participants.    The term "participant," as used in these Rules, shall include both active participants and
inactive participants. For any fiscal year, an individual may be an active participant in either the Plan or the Management Incentive Plan but may not be an active participant in both. 



        2.2    Active Participants.    For each fiscal year, there shall be a group of active participants which shall consist
of those persons eligible for participation who shall have been designated as active participants and notified of that fact by the Committee at any time before the 







 

completion
of one-fourth of such fiscal year. Selection as an active participant for any fiscal year shall not confer upon such person a right to be an active participant in any subsequent
fiscal year, nor shall it confer upon such person the right to receive any allocation under the Plan, other than amounts allocated to such person by the Committee pursuant to the Plan, and all such
allocations shall be subject to all of the terms and conditions of the Plan. 


        2.3    Inactive Participants.    Inactive participants shall consist of those persons, including beneficiaries of
deceased participants, if any, for whom an allocation shall have been made for a prior fiscal year under this Plan, the payment of which was deferred and remains unpaid. Status as an inactive
participant shall not preclude a person from also being an active participant during any fiscal year. 


SECTION 3



Payment of Amounts Allocated to Participants  


        3.1    Time of Payment.    A participant shall direct the payment or deferral of the final award allocation made
pursuant to Section 5 of the Plan (subject to such conditions relating to the right of the participant to receive Payment of such amount as established by the Committee) by one or more of the
following methods: 



	(a)
	current
payment in cash to the participant;



	(b)
	current
payment of a portion of the allocation in cash for the participant directly to a "Grantor Trust" established by the participant, provided such trust is in a form which the
Committee determines is substantially similar to the trust attached to this Plan as Exhibit A; and current payment of the balance of the final award allocation in cash directly to the
participant, provided that the payment made directly to the participant shall approximate the aggregate federal, state and local individual income taxes (determined in accordance with subsection 4.4)
attributable to the final award allocation paid pursuant to this paragraph (b); or



	(c)
	deferral
of payment until such time and in such manner as determined in accordance with subsection 3.11. 



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A
participant shall make the preceding direction within 30 days of the date he or she is notified of eligibility to participate in the Plan. A participant may change such direction with respect
to any future allocation, provided that the change is made (i) within 30 days of the date the participant is notified of his or her eligibility to participate in the Plan for such fiscal
year or (ii) prior to the beginning of the fiscal year to which such allocation relates (whichever occurs last). The Committee shall establish and maintain a Trust Account in accordance with
subsection 3.2 and for purposes of subsection 3.4, shall treat such payment as if it were an allocation made for that fiscal year. 


        3.2    Separate Accounts.    The Committee will maintain two separate Accounts, a "Deferred Account" and a "Trust
Account," in the name of each participant. The Deferred Account shall be comprised of any final award allocations the payment of which is deferred pursuant to subsection 3.1(c) and any adjustments
made pursuant to subsection 3.3. The Trust Account shall be comprised of any final award allocations paid in cash to a participant (including amounts paid to a participant's Grantor Trust) pursuant to
subsection 3.1(b) and any adjustments made pursuant to subsection 3.4. 


        3.3    Adjustments of Deferred Accounts.    As of the end of each fiscal year, the Committee shall adjust each
participant's Deferred Account as follows: 



	(a)
	First, charge an amount equal to any payments made to the participant during that year pursuant to subsections 3.11 or 3.12;



	(b)
	Next, credit an amount equal to the final award allocation for that year that is deferred pursuant to subsection 3.1(c); and



	(c)
	Finally, credit an amount equal to the Interest Accrual earned for that year pursuant to subsection 3.5. 



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        3.4    Adjustment of Trust Accounts.    As of the end of each fiscal year, the Committee shall adjust each
participant's Trust Account as follows: 



	(a)
	First, charge an amount equal to the product of: (i) any payments made to the participant during that year from the
participant's Grantor Trust; multiplied by (ii) a fraction, the numerator of which is the balance in the participant's Trust Account as of the end of the prior fiscal year and the denominator
of which is the balance of the participant's Grantor Trust (as determined by the administrator of the trust) as of that same date;



	(b)
	Next, credit an amount equal to the final award allocation for that year that is paid to the Participant (including the amount paid to
the participant's Grantor Trust) pursuant to subsection 3.1(b); and



	(c)
	Finally, credit an amount equal to the Interest Accrual earned for that year pursuant to subsection 3.5. 




        3.5    Interest Accruals on Accounts.    As of the end of each fiscal year, a participant's Deferred Account and Trust
Account shall be credited with interest equal to: (a) the average of the prime rates of interest charged by the two largest banks located in the City of Chicago on loans made by them as of
January 1 and the end of each month of the fiscal year; plus (b) two hundred twenty-five (225) basis points. Such interest shall be credited on the conditions
established by the Committee, provided that any final award allocation shall be considered to have been made and credited to a participant's Deferred Account and Trust Account as of the first day of
the fiscal year in which such award is made regardless of the date upon which the Committee actually determines the amount of the final award allocation. 


        3.6    Interest Payments.    In addition to any final award allocation made to a participant for any fiscal year which
is paid or deferred pursuant to subsection 3.1, Abbott shall also make an Interest Payment for those participants who have established a Grantor Trust and have deposited awards therein. The interest
accrued with respect to such amounts shall first be paid to the participant's Grantor Trust such that the Grantor Trust earns the Net Interest Accrual for the 


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year,
and then be paid directly to the participant in an amount which represents the same amount as the participant's income tax liability for Grantor Trust earnings and Interest Payments under this
Section 3.6. A participant's "Net Interest Accrual" for a year is an amount equal to: (a) the Interest Accrual credited to the participant's Trust Account for that year; less
(b) the product of (i) the amount of such Interest Accrual, multiplied by (ii) the aggregate of the federal, state and local individual income tax rates (determined in accordance
with subsection 4.4). The Interest Payment shall be paid within 90 days of the end of the fiscal year. 


        3.7    Designation of Beneficiaries.    Subject to the conditions and limitations set forth below, each participant,
and after a participant's death, each primary beneficiary designated by a participant in accordance with the provisions of this subsection 3.7, shall have the right from time to time to designate a
primary
beneficiary or beneficiaries and, successive or contingent beneficiary or beneficiaries to receive unpaid amounts from the participant's Deferred Account under the Plan. Beneficiaries may be a natural
person or persons or a fiduciary, such as a trustee of a trust or the legal representative of an estate. Any such designation shall take effect upon the death of the participant or such beneficiary,
as the case may be, or in the case of any fiduciary beneficiary, upon the termination of all of its duties (other than the duty to dispose of the right to receive amounts remaining to be paid under
the Plan). The conditions and limitations relating to the designation of beneficiaries are as follows: 



	(a)
	A
nonfiduciary beneficiary shall have the right to designate a further beneficiary or beneficiaries only if the original participant or the next preceding primary beneficiary, as the
case may be, shall have expressly so provided in writing; and



	(b)
	A
fiduciary beneficiary shall designate as a further beneficiary or beneficiaries only those persons or other fiduciaries who are entitled to receive the amounts payable from the
participant's account under the trust or estate of which it is a fiduciary. 



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Any
beneficiary designation or grant of any power to any beneficiary under this subsection may be exercised only by an instrument in writing, executed by the person making the designation or granting
such power and filed with the Secretary of Abbott during such person's lifetime or prior to the termination of a fiduciary's duties. If a deceased participant or a deceased nonfiduciary beneficiary
who had the right to designate a beneficiary as provided above dies without having designated a further beneficiary, or if no beneficiary designated as provided above is living or qualified and
acting, the Committee, in its discretion, may direct distribution of the amount remaining from time to time to either: 



	(i)
	any
one or more or all of the next of kin (including the surviving spouse) of the participant or the deceased beneficiary, as the case may be, and in such proportions as the Committee
determines; or



	(ii)
	the
legal representative of the estate of the deceased participant or deceased beneficiary as the case may be. 






        3.8    Status of Beneficiaries.    Following a participant's death, the participant's beneficiary or beneficiaries
will be considered and treated as an inactive participant for all purposes of these Rules. 


        3.9    Non-assignability and Facility of Payment.    Amounts payable to participants and their
beneficiaries under the Plan or these Rules are not in any way subject to their debts and other obligations, and may not be voluntarily or involuntarily sold, transferred or assigned; provided that
the preceding provisions of this section shall not be construed as restricting in any way a designation right granted to a beneficiary pursuant to the terms of subsection 3.7. When a participant or
the beneficiary of a participant is under legal disability, or in the Committee's opinion is in any way incapacitated so as to be unable to manage his or her financial affairs, the Committee may
direct that payments shall be made to the participant's or beneficiary's legal representative, or to a relative or friend of the participant or beneficiary for the benefit of the 


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participant
or beneficiary, or the Committee may direct the payment or distribution for the benefit of the participant or beneficiary in any manner that the Committee determines. 



        3.10    Payer of Amounts Allocated to Participants.    Any final award allocated to a participant in the Plan and any
interest credited thereto will be paid by the employer (or such employer's successor) by whom the participant was employed during the fiscal year for which such final award was allocated, and for that
purpose, if a participant shall have been employed by two or more employers during any fiscal year the final award allocated under the Plan for that year shall be an obligation of each of the
respective employers in proportion to the respective amounts of base salary paid by each of them in that fiscal year. 



        3.11    Manner of Payment.    Subject to subsection 3.12, a participant shall elect the timing and manner of payment
of his Deferred Account at the time of his deferral election under subsection 3.1. The participant may select a payment method from among alternative payment methods established by the Committee. 


        3.12    Payment Upon Termination Following Change in Control.    Notwithstanding any other provisions of the Plan or
these Rules, or the provisions of any award made under the Plan, if employment of any participant with Abbott and its subsidiaries should terminate for any reason within five (5) years after
the date of a Change in Control, the aggregate unpaid balance of all final awards previously made to such participant under the Plan, plus any unpaid interest credited thereon, shall be paid to the
participant in a lump sum within thirty (30) days following the date of such termination. 


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        3.13    Change in Control.    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 Abbott (not including in the securities beneficially owned by such Person any
securities acquired directly from Abbott or its Affiliates) representing 20% or more of the combined voting power of Abbott'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 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 Abbott) whose appointment or election by the Board or nomination for election by Abbott's shareholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously
so approved or recommended; or



	(c)
	the
date on which there is consummated a merger or consolidation of Abbott or any direct or indirect subsidiary of Abbott 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
Abbott, the entity surviving such merger or consolidation or, if Abbott 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 Abbott 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 Abbott or any
subsidiary of Abbott, at least 50% of the combined voting power of the securities of Abbott 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 Abbott (or similar transaction) in which no Person is or becomes the 



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	Beneficial
Owner, directly or indirectly, of securities of Abbott (not including in the securities Beneficially Owned by such Person any securities acquired directly from
Abbott or its Affiliates) representing 20% or more of the combined voting power of Abbott's then outstanding securities; or



	(d)
	the
date the shareholders of Abbott approve a plan of complete liquidation or dissolution of Abbott or there is consummated an agreement for the sale or disposition by Abbott of all
or substantially all of Abbott's assets, other than a sale or disposition by Abbott of all or substantially all of Abbott's assets to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by shareholders of Abbott, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of Abbott or any
subsidiary of Abbott, in substantially the same proportions as their ownership of Abbott 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 Abbott 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 Abbott immediately following such transaction or series of transactions. 


For
purposes of these Rules: "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) Abbott or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of Abbott or any of its Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such 


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securities,
or (iv) a corporation owned, directly or indirectly, by the shareholders of Abbott in substantially the same proportions as their ownership of stock of Abbott. Capitalized terms
used but not otherwise defined in these Rules shall mean as provided in the PIP. 



        3.14    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)
	Abbott
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 the
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 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 Abbott representing 10% or more of either the then outstanding shares of common stock of Abbott or
the combined voting power of Abbott's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from Abbott 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. 




        3.15    Prohibition Against Amendment.    The provisions of subsections 3.12, 3.13, 3.14 and this subsection 3.15 may
not be amended or deleted, nor superseded by any other Rule, (i) during the pendency of a Potential Change in Control and (ii) during the period beginning on the date of a Change in Control and ending
on the date five (5) years following such Change in Control. 


SECTION 4

 

Miscellaneous  


        4.1    Reliance Upon Advice.    The Board of Directors and the Committee may rely upon any information or advice
furnished to it by any Officer of Abbott or by Abbott's independent auditors, or other consultants, and shall be fully protected in relying upon such information or advice. No member of the Board of
Directors or the Committee shall be liable for any act or failure to act on their part, excepting only any acts done or omitted to be done in bad faith, nor shall they be liable for any act or failure
to act of any other member. 


        4.2    Taxes.    Any employer shall be entitled, if necessary or desirable, to pay, or withhold the amount of any
federal, state or local tax, attributable to any amounts payable by it under the Plan after giving the person entitled to receive such amount notice as far in advance as practicable, and may defer
making payment of any amount with respect to which any such tax question may be pending unless and until indemnified to its satisfaction. 


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        4.3    Rights of Participants.    Employment rights of participants with Abbott and its subsidiaries shall not be
enlarged or affected by reason of establishment of or inclusion as a participant in the Plan. Nothing contained in the Plan shall require Abbott or any subsidiary to segregate or earmark any assets,
funds or property for the purpose of payment of any amounts which may have been deferred. The Deferred and Trust Accounts established pursuant to subsection 3.2 are for the convenience of the
administration of the Plan and no trust relationship with respect to such Accounts is intended or should be implied. Participant's rights shall be limited to payment to them at the time or times and
in such amounts as are contemplated by the Plan. Any decision made by the Board of Directors or the Committee, which is within the sole and uncontrolled discretion of either, shall be conclusive and
binding upon the other and upon all other persons whomsoever. 


        4.4    Income Tax Assumptions.    For purposes of these Rules, a participant's federal income tax rate shall be deemed
to be the highest marginal rate of federal income individual tax in effect in the calendar year in which a calculation under these Rules is to be made, and state and local tax rates shall be deemed to
be the highest marginal rates of individual income tax in effect in the state and locality of the participant's residence on the date such a calculation is made, net of any federal tax benefits. 


        4.5    Payment of Prior Deferrals.    Notwithstanding any other provision of the Plan or these Rules, the Committee,
in its absolute discretion, may direct that all or a portion of the balance in a participant's Deferred Account be paid in accordance with the provisions of subsection 3.1(b). In such event, the
Committee shall establish and maintain a Trust Account in accordance with subsection 3.2 and, for purposes of subsection 3.4, shall treat such payment as if it were an allocation made for that fiscal
year. 


SECTION 5

 

Change of

Conditions Relating to Payments  


        5.1    Change of Conditions Relating to Payments.    Following the establishment by the Committee of any conditions
relating to the payment of any final award allocated to a participant for any fiscal year and any interest credited thereon (including the time of payment or the time of commencement of payment and
any period over which payment shall be made), neither the Committee nor the participant concerned, acting unilaterally, shall have the power to change the conditions originally established by the
Committee. However, in order to effectuate the purposes of the Plan and these Rules, any conditions initially established by the Committee may be changed thereafter by mutual agreement of the
Committee and the participant concerned. 


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Exhibit A  


 IRREVOCABLE GRANTOR TRUST AGREEMENT  


        THIS AGREEMENT, made this              day of
                        ,
200  , by and between                          of
                        ,
                 (the "grantor"), and The Northern Trust Company located at Chicago, Illinois, as trustee (the "trustee"), 


WITNESSETH
THAT: 


        WHEREAS,
the grantor desires to establish and maintain a trust to hold certain benefits received by the grantor under the 1998 Abbott Laboratories Performance Incentive Plan, as it may
be amended from time to time; 


        NOW,
THEREFORE, IT IS AGREED as follows: 


ARTICLE I



Introduction  


        I-1.    Name.    This agreement and the trust hereby evidenced (the "trust") may be referred to as the
"                        , 20     Performance Incentive Plan Grantor Trust". 


        I-2.    The Trust Fund.    The "trust fund" as at any date means all property then held by the trustee
under this agreement. 


        I-3.    Status of the Trust.    The trust shall be irrevocable. The trust is intended to constitute a
grantor trust under Sections 671-678 of the Internal Revenue Code, as amended, and shall be construed accordingly. 


        I-4.    The Administrator.    Abbott Laboratories ("Abbott") shall act as the "administrator" of the
trust, and as such shall have certain powers, rights and duties under this agreement as described below. Abbott will certify to the trustee from time to time the person or persons authorized to act on
behalf of Abbott as the administrator. The trustee may rely on the latest certificate received without further inquiry or verification. 


        I-5.    Acceptance.    The trustee accepts the duties and obligations of the "trustee" hereunder, agrees
to accept funds delivered to it by the grantor or the administrator, and agrees to hold such funds (and any proceeds from the investment of such funds) in trust in accordance with this agreement. 







 
ARTICLE II



Distribution of the Trust Fund  


        II-1.    Separate Accounts.    The administrator shall maintain two separate accounts under the trust, a
"rollout account" and a "deferred account." Funds delivered to the trustee shall be allocated between the accounts by the trustee as directed by the administrator. As of the end of each calendar year,
the administrator shall charge each account with all distributions made from such account during that year; and credit each account with its share of income and realized gains and charge each account
with its share of expenses and realized losses for the year. The trustee shall not be required to make any separate investment of the trust fund for the accounts, and may administer and invest all
funds delivered to it under the trust as one trust fund. 


        II-2.    Distributions From the Rollout Account Prior to the Grantor's Death.    The trustee shall
distribute principal and accumulated income credited to the rollout account to the grantor, if then living, at such times and in such amounts as the administrator shall direct. 



        II-3.    Distributions From the Deferred Account Prior to the Grantor's Death.    Principal and
accumulated income credited to the deferred account shall not be distributed from the trust prior to the grantor's retirement or other termination of employment with Abbott or a subsidiary of Abbott
(the grantor's "settlement date"); provided that, each year the administrator may direct the trustee to distribute to the grantor a portion of the income of the deferred account for that year, with
the balance of such income to be accumulated in that account. The administrator shall inform the trustee of the grantor's settlement date. Thereafter, the trustee shall distribute the amounts from
time to time credited to the deferred account to the grantor, if then living, in a series of annual installments, with the amount of each installment computed by one of the following methods: 



	(a)
	The
amount of each installment shall be equal to the sum of: (i) the amount credited to the deferred account as of the end of the year in which the grantor's settlement date
occurs, divided by the number of years over which installments are to be distributed; plus (ii) the net earnings credited to the deferred account for the preceding year (excluding the year in
which the grantor's settlement date occurs).



	(b)
	The
amount of each installment shall be determined by dividing the amount credited to the deferred account as of the end of the preceding year by the difference between:
(i) the total number of years over which installments are to be distributed, and (ii) the number of annual installment distributions previously made from the deferred account.



	(c)
	Each
installment (after the first installment) shall be approximately equal, with the amount comprised of the sum of: (i) the amount of the first installment, plus interest
thereon at the rate determined under the 1998 Abbott Laboratories Performance Incentive Plan, compounded annually; and (ii) the net earnings credited to the deferred account for the preceding
year. 



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Notwithstanding
the foregoing, the final installment distribution made to the grantor under this Paragraph II-3 shall equal the total principal and accumulated income then held in
the trust fund. The grantor, by writing filed with the trustee and the administrator on or before the end of the calendar year in which the grantor's settlement date occurs (or the end of the calendar
year in which this trust is established, if the grantor's settlement date has already occurred), may select both the period (which may not be less than ten years from the end of the calendar year in
which the grantor's settlement date occurred) over which the installment distributions are to be made and the method of computing the amount of each installment. In the absence of such a written
direction by the grantor, installment distributions shall be made over a period of ten years, and the amount of each installment shall be computed by using the method described in subparagraph
(a) next above. Installment distributions under this Paragraph II-3 shall be made as of January 1 of each
year, beginning with the calendar year following the year in which the grantor's settlement date occurs. The administrator shall inform the trustee of the amount of each installment distribution under
this Paragraph II-3, and the trustee shall be fully protected in relying on such information received from the administrator. 



        II-4.    Distributions From the Trust Fund After the Grantor's Death.    The grantor, from time to time
may name any person or persons (who may be named contingently or successively and who may be natural persons or fiduciaries) to whom the principal of the trust fund and all accrued or undistributed
income thereof shall be distributed in a lump sum or, if the beneficiary is the grantor's spouse (or a "Trust" for which the grantor's spouse is the sole income beneficiary), in installments, as
directed by the grantor, upon the grantor's death. If the grantor directs an installment method of distribution to the spouse as beneficiary, any amounts remaining at the death of the spouse
beneficiary shall be distributed in a lump sum to the executor or administrator of the spouse beneficiary's estate. If the grantor directs an installment method of distribution to a Trust for which
the grantor's spouse is the sole income beneficiary, any amounts remaining at the death of the spouse shall be distributed in a lump sum to such Trust. Despite the foregoing, if (i) the beneficiary is
a Trust for which the grantor's spouse is the sole income beneficiary, (ii) payments are being made pursuant to this paragraph II-4 other than in a lump sum and (iii) income earned by the trust fund
for the year exceeds the amount of the annual installment payment, then such Trust may elect to withdraw such excess income by written notice to the trustee. Each designation shall revoke all prior
designations, shall be in writing and shall be effective only when filed by the grantor with the administrator during the grantor's lifetime. If the grantor fails to direct a method of distribution,
the distribution shall be made in a lump sum. If the grantor fails to designate a beneficiary as provided above, then on the grantor's death, the trustee shall distribute the balance of the trust fund
in a lump sum to the executor or administrator of the grantor's estate. 


        II-5.    Facility of Payment.    When a person entitled to a distribution hereunder is under legal
disability, or, in the trustee's opinion, is in any way incapacitated so as to be unable to manage his or her financial affairs, the trustee may make such distribution to such person's legal
representative, or to a relative or friend of such person for such person's benefit. Any distribution made in accordance with the preceding sentence shall be a full and complete discharge of any
liability for such distribution hereunder. 


        II-6.    Perpetuities.    Notwithstanding any other provisions of this agreement, on the day next
preceding the end of 21 years after the death of the last to die of the grantor and the grantor's descendants living on the date of this instrument, the trustee shall immediately distribute any
remaining balance in the trust to the beneficiaries then entitled to distributions hereunder. 


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ARTICLE III



Management of the Trust Fund  


        III-1.    General Powers.    The trustee shall, with respect to the trust fund, have the following powers,
rights and duties in addition to those provided elsewhere in this agreement or by law: 



	(a)
	Subject
to the limitations of subparagraph (b) next below, to sell, contract to sell, purchase, grant or exercise options to purchase, and otherwise deal with all assets of the
trust fund, in such way, for such considerations, and on such terms and conditions as the trustee decides.



	(b)
	To
retain in cash such amounts as the trustee considers advisable; and to invest and reinvest the balance of the trust fund, without distinction between principal and income, in
obligations of the United States Government and its agencies or which are backed by the full faith and credit of the United States Government or in any mutual fund, common trust fund or collective
investment fund which invests solely in such obligations; and any such investment made or retained by the trustee in good faith shall be proper despite any resulting risk or lack of diversification or
marketability.



	(c)
	To
deposit cash in any depositary (including the banking department of the bank acting as trustee) without liability for interest, and to invest cash in savings accounts or time
certificates of deposit bearing a reasonable rate of interest in any such depositary.



	(d)
	To
invest, subject to the limitations of subparagraph (b) above, in any common or commingled trust fund or funds maintained or administered by the trustee solely for the
investment of trust funds.



	(e)
	To
borrow from anyone, with the administrator's approval, such sum or sums from time to time as the trustee considers desirable to carry out this trust, and to mortgage or pledge all
or part of the trust fund as security.



	(f)
	To
retain any funds or property subject to any dispute without liability for interest and to decline to make payment or delivery thereof until final adjudication by a court of
competent jurisdiction or until an appropriate release is obtained.



	(g)
	To
begin, maintain or defend any litigation necessary in connection with the administration of this trust, except that the trustee shall not be obliged or required to do so unless
indemnified to the trustee's satisfaction.



	(h)
	To
compromise, contest, settle or abandon claims or demands. 



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	(i)
	To
give proxies to vote stocks and other voting securities, to join in or oppose (alone or jointly with others) voting trusts, mergers, consolidations, foreclosures, reorganizations,
liquidations, or other changes in the financial structure of any corporation, and to exercise or sell stock subscription or conversion rights.



	(j)
	To
hold securities or other property in the name of a nominee, in a depositary, or in any other way, with or without disclosing the trust relationship.



	(k)
	To
divide or distribute the trust fund in undivided interests or wholly or partly in kind.



	(l)
	To
pay any tax imposed on or with respect to the trust; to defer making payment of any such tax if it is indemnified to its satisfaction in the premises; and to require before making
any payment such release or other document from any lawful taxing authority and such indemnity from the intended payee as the trustee considers necessary for its protection.



	(m)
	To
deal without restriction with the legal representative of the grantor's estate or the trustee or other legal representative of any trust created by the grantor or a trust or estate
in which a beneficiary has an interest, even though the trustee, individually, shall be acting in such other capacity, without liability for any loss that may result.



	(n)
	To
appoint or remove by written instrument any bank or corporation qualified to act as successor trustee, wherever located, as special trustee as to part or all of the trust fund,
including property as to which the trustee does not act, and such special trustee, except as specifically limited or provided by this or the appointing instrument, shall have all of the rights,
titles, powers, duties, discretions and immunities of the trustee, without liability for any action taken or omitted to be taken under this or the appointing instrument.



	(o)
	To
appoint or remove by written instrument any bank, wherever located, as custodian of part or all of the trust fund, and each such custodian shall have such rights, powers, duties
and discretions as are delegated to it by the trustee.



	(p)
	To
employ agents, attorneys, accountants or other persons, and to delegate to them such powers as the trustee considers desirable, and the trustee shall be protected in acting or
refraining from acting on the advice of persons so employed without court action.



	(q)
	To
perform any and all other acts which in the trustee's judgment are appropriate for the proper management, investment and distribution of the trust fund. 




        III-2.    Principal and Income.    Any income earned on the trust fund, which is not distributed as
provided in Article II, shall be accumulated and from time to time added to the principal of the trust. The grantor's interest in the trust shall include all assets or other property held by
the trustee hereunder, including principal and accumulated income. 


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        III-3.    Statements.    The trustee shall prepare and deliver monthly to the administrator and annually
to the grantor, if then living, otherwise to each beneficiary then entitled to distributions under this agreement, a statement (or series of statements) setting forth (or which taken together set
forth)
all investments, receipts, disbursements and other transactions effected by the trustee during the reporting period; and showing the trust fund and the value thereof at the end of such period. 


        III-4.    Compensation and Expenses.    All reasonable costs, charges and expenses incurred in the
administration of this trust, including compensation to the trustee, any compensation to agents, attorneys, accountants and other persons employed by the trustee, and expenses incurred in connection
with the sale, investment and reinvestment of the trust fund shall be paid from the trust fund. 


ARTICLE IV

 

General Provisions  


        IV-1.    Interests Not Transferable.    The interests of the grantor or other persons entitled to
distributions hereunder are not subject to their debts or other obligations and may not be voluntarily or involuntarily sold, transferred, alienated, assigned or encumbered. 



        IV-2.    Disagreement as to Acts.    If there is a disagreement between the trustee and anyone as to any
act or transaction reported in any accounting, the trustee shall have the right to a settlement of its account by any proper court. 


        IV-3.    Trustee's Obligations.    No power, duty or responsibility is imposed on the trustee except as
set forth in this agreement. The trustee is not obliged to determine whether funds delivered to or distributions from the trust are proper under the trust, or whether any tax is due or payable as a
result of any such delivery or distribution. The trustee shall be protected in making any distribution from the trust as directed pursuant to Article II without inquiring as to whether the
distributee is entitled thereto; and the trustee shall not be liable for any distribution made in good faith without written notice or knowledge that the distribution is not proper under the terms of
this agreement. 


        IV-4.    Good Faith Actions.    The trustee's exercise or non-exercise of its powers and
discretions in good faith shall be conclusive on all persons. No one shall be obliged to see to the application of any money paid or property delivered to the trustee. The certificate of the trustee
that it is acting according to this agreement will fully protect all persons dealing with the trustee. 



        IV-5.    Waiver of Notice.    Any notice required under this agreement may be waived by the person
entitled to such notice. 


        IV-6.    Controlling Law.    The laws of the State of Illinois shall govern the interpretation and
validity of the provisions of this agreement and all questions relating to the management, administration, investment and distribution of the trust hereby created. 


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        IV-7.    Successors.    This agreement shall be binding on all persons entitled to distributions hereunder
and their respective heirs and legal representatives, and on the trustee and its successors. 


ARTICLE V



Changes in Trustee  


        V-1.    Resignation or Removal of Trustee.    The trustee may resign at any time by giving thirty days'
advance written notice to the administrator and the grantor. The administrator may remove a trustee by written notice to the trustee and the grantor. 


        V-2.    Appointment of Successor Trustee.    The administrator shall fill any vacancy in the office of
trustee as soon as practicable by written notice to the successor trustee; and shall give prompt written notice thereof to the grantor, if then living, otherwise to each beneficiary then entitled to
payments or distributions under this agreement. A successor trustee shall be a bank (as defined in Section 581 of the Internal Revenue Code, as amended). 


        V-3.    Duties of Resigning or Removed Trustee and of Successor Trustee.    A trustee that resigns or is
removed shall furnish promptly to the administrator and the successor trustee an account of its administration of the trust from the date of its last account. Each successor trustee shall succeed to
the title to the trust fund vested in its predecessor without the signing or filing of any instrument, but each predecessor trustee shall execute all documents and do all acts necessary to vest such
title of record in the successor trustee. Each successor trustee shall have all the powers conferred by this agreement as if originally named trustee. No successor trustee shall be personally liable
for any act or failure to act of a predecessor trustee. With the approval of the administrator, a successor trustee may accept the account furnished and the property delivered by a predecessor trustee
without incurring any liability for so doing, and such acceptance will be complete discharge to the predecessor trustee. 


ARTICLE VI



Amendment and Termination  


        VI-1.    Amendment.    With the consent of the administrator, this trust may be amended from time to time
by the grantor, if then living, otherwise by a majority of the beneficiaries then entitled to payments or distributions hereunder, except as follows: 



	(a)
	The
duties and liabilities of the trustee cannot be changed substantially without its consent.



	(b)
	This
trust may not be amended so as to make the trust revocable. 




        VI-2.    Termination.    This trust shall not terminate, and all rights, titles, powers, duties,
discretions and immunities imposed on or reserved to the trustee, the administrator, the grantor and the beneficiaries shall continue in effect, until all assets of the trust have been distributed by
the trustee as provided in Article II. 


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        IN
WITNESS WHEREOF, the grantor and the trustee have executed this agreement as of the day and year first above written. 



	 	 	
 Grantor
	

 	
 	

The Northern Trust Company, as Trustee
	

 	
 	

By	

  

	

 	
 	

Its	

  





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1998 ABBOTT LABORATORIES PERFORMANCE INCENTIVE PLAN RULES