Exhibit
10.11


 


HOSPIRA 401(k) SUPPLEMENTAL PLAN


 


SECTION 1

INTRODUCTION


 


1-1.                             HISTORY
AND PURPOSE.  Pursuant to a
Separation and Distribution Agreement by and between Abbott Laboratories
(“Abbott”) and Hospira, Inc. 
(“Hospira”) dated as of April 12, 2004, Abbott distributed as a
dividend to its shareholders all of the outstanding shares of common stock, par
value $0.01 per share, of Hospira, together with the associated preferred stock
purchase rights, owned by Abbott (the “Distribution”).  In connection with the Distribution, Hospira
established the Hospira 401(k) Retirement Savings Plan (the “401(k) Plan”) and
certain assets and liabilities were transferred from the Abbott Laboratories
Stock Retirement Plan (the “Abbott SRP”) to the 401(k) Plan with respect to
certain persons who were transferred from employment with Abbott to employment
with Hospira in connection or contemporaneously with the Distribution
(“Transferred Employees”).  In
connection with the Distribution, Abbott retained all liabilities with respect
to the Abbott Laboratories 401(k) Supplemental Plan (the “Abbott KSP”).  This Hospira 401(k) Supplemental Plan (the
“Plan”) is being established by Hospira to provide Transferred Employees a
limited opportunity to continue to accumulate capital for their retirement or
other termination of employment in excess of the contributions allowed under
the 401(k) Plan.


 


1-2.                             EFFECTIVE DATE AND AUTOMATIC
TERMINATION.  The Plan shall be
effective as of May 1, 2004.  The Plan
shall immediately terminate as of December 31, 2004 without any further
action of any person.


 


1-3.                             ADMINISTRATION. 
The Plan shall be administered by the Compensation Committee (the
“Committee”) appointed by the Board of Directors of Hospira (the “Board of
Directors”).


 


SECTION 2

ELIGIBILITY AND PARTICIPATION


 


2-1.                             PERSONS ELIGIBLE TO PARTICIPATE.  Participation in the Plan shall be limited
to employees who are Transferred Employees and who, immediately prior to the
Distribution, were participants in the Abbott KSP.  Notwithstanding any other provision of the Plan, in no event
shall a participant be permitted to make pre-tax contributions under the Plan
unless and until the participant has made contributions under the 401(k) Plan
equal to the maximum elective deferrals permitted under section 402(g) of
the Internal Revenue Code of 1986, as amended (the “Code”), or the maximum
elective contributions permitted under the terms of the 401(k) Plan.


 


2-2.                             PARTICIPANT.  An
eligible employee may elect to participate in the Plan by electing to have contributions
made on the employee’s behalf as provided in Section 5.


 

















 


SECTION 3

EMPLOYEE CONTRIBUTIONS


 


3-1.                             ALLOWABLE CONTRIBUTIONS.  An eligible employee may elect to have his
employer make “pre-tax contributions” on his behalf in an amount not greater
than 18% in total of his compensation in any calendar year for services
rendered to his employer.  A pre-tax
contribution made by an employer on behalf of a participant shall reduce the
participant’s compensation at the time of payment of such compensation.  Subject to the terms and conditions of the
Plan, each election hereunder shall be in writing, and shall be in multiples of
1% of compensation.  For purposes of
determining whether the limitations of this subsection 3-1 are satisfied
for 2004, pre-tax contributions made under the Abbott KSP prior to the
Distribution shall be treated as made under the Plan.


 


3-2.                             COMPENSATION.  A
participant’s “compensation” shall have the same meaning as that term is used
in section 15.13 of the 401(k) Plan.


 


3-3.                             MAXIMUM EMPLOYEE CONTRIBUTIONS.  In no event shall the sum of:


 


(a)                                  the
participant’s total contributions and pre-tax contributions made under the
401(k) Plan (“401(k) plan contributions”); plus


 


(b)                                 the
participant’s total pre-tax contributions made under the Plan;


 


for any calendar year,
exceed 18% of the employee’s compensation for such year.  In the event the limitation described in
this subsection 3-3 would be exceeded for any participant, the
participant’s pre-tax contributions made under this Plan shall be reduced until
the limit is not exceeded.  For purposes
of determining  the limitation described
in this subsection 3-3 for 2004, total contributions and pre-tax contributions
made under the Abbott SRP prior to the Distribution shall be treated as made under
the 401(k) Plan and pre-tax contributions made under the Abbott KSP prior to
the Distribution shall be treated as made under the Plan.


 


SECTION 4

EMPLOYER CONTRIBUTIONS


 


For the 2004 calendar
year, Hospira shall make a contribution on behalf of each participant in the
Plan who makes pre-tax contributions under the Plan during such year at the
rate of two percent (2%) of compensation in excess of the limit in effect for
such year under Code Section 401(a)(17). 
Such employer contribution shall be in an amount equal to the
contribution the participant would have received under section 3.6 of the
401(k) Plan with respect to such pre-tax contributions had such pre-tax
contributions been made under section 3.2 of the 401(k) Plan.  A participant who suspends his pre-tax
contributions to the Plan during any calendar year shall receive an employer
contribution under this Section 4 based on the basic contributions made by
the participant during such year.  For
purposes of determining whether a participant’s compensation exceeds the limit
of Code Section 401(a)(17) for the 2004 calendar year, compensation paid
to the participant by Abbott prior to the Distribution shall be taken into
account and aggregated with compensation paid to the participant by Hospira
after the Distribution.


 


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SECTION 5

ELECTIONS


 


5-1.                             ELECTIONS PROCEDURES.  Except as provided in subsection 5-2, a participant’s
election with respect to pre-tax contributions in effect under the Abbott KSP immediately
prior to the Distribution shall continue in effect under this Plan from and
after the effective date hereof as though made hereunder and the participant
shall not be permitted to revoke such election.


 


5-2.                             LIMITED CHANGES. 
A participant who  has
an election in effect under subsection 5-1 may increase or decrease such
pre-tax contributions during 2004 by filing a written election with the
Committee.  A participant may make no
more than two such elections under this subsection 5-2 during such calendar
year and any such elections made under the Abbott KSP prior to the Distribution
shall be deemed to have been made pursuant to this subsection 5-2.  Any election filed under this
subsection 5-2 shall become effective for compensation earned no earlier then
the first payroll period commencing after receipt of the election by the
Committee.  Any election filed under
this subsection 5-2 shall remain in effect for compensation earned during
the remainder of such calendar year unless changed by a subsequent election
under this subsection 5-2.


 


SECTION 6

FUNDING EMPLOYER AND EMPLOYEE CONTRIBUTIONS


 


Each participant’s pre-tax contributions and employer contributions
shall be retained by Hospira and shall be credited to a Deferred Account
established under subsection 7-1.


 


SECTION 7

ACCOUNTING


 


7-1.                             SEPARATE ACCOUNTS. 
The Committee shall maintain a bookkeeping account (a “Deferred
Account”) in the name of each participant which shall be comprised of any
pre-tax contributions made on behalf of the participant under
subsection 3-1 and any employer contributions made on behalf of the
participant under Section 4.


 


7-2.                             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 7-2, 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:


 


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(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.


 


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 Hospira 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.


 


Any beneficiary designation in effect with respect to a participant
under the Abbott KSP immediately prior to the effective date shall remain in
effect under the Plan as though made hereunder until changed by the participant
in accordance with the provisions of this subsection 7.4.


 


7-3.                             NON-ASSIGNABILITY AND FACILITY OF
PAYMENT.  Amounts payable to
participants and their beneficiaries under the Plan 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 7-2.  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
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.


 


7-4.                             PAYER OF AMOUNTS ALLOCATED TO
PARTICIPANTS.  Any employer contribution
made on behalf of a participant in the Plan and any interest credited thereto
(and to other contributions) will be paid by the employer (or such employer’s
successor) by whom the participant was employed during the calendar year for
which any amount was allocated, and for that purpose, if a participant shall
have been employed by two or more employers during any calendar year the amount
allocated under this Plan for that year shall be an obligation of each of


 


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the respective
employers in proportion to the respective amounts of compensation paid by each
of them in that calendar year.


 


7-5.                             MANNER OF PAYMENT. 
All pre-tax contributions and employer contributions, less the
approximate aggregate federal, state and local individual income taxes
(determined as set forth below), shall be paid to Abbott by Hospira as soon as
practicable after the last complete payroll period of the calendar quarter in
which the contributions were made. 
Abbott will contribute such amount to a Grantor Trust established by the
applicable participant in accordance with the Abbott KSP.  Hospira shall pay to the participant an
amount equal to the approximate aggregate federal, state and local individual
income taxes (determined as set forth below). 
Upon Hospira’s payment of the foregoing amounts, Hospira’s obligations
under and with respect to participants and all other persons with respect to
such contributions  shall be satisfied
in full.  For purposes of determining
the approximate federal, state and local individual income taxes for a
participant for purposes of this subsection 7-5, the participant’s federal
income tax rate shall be deemed to be the highest marginal rate of federal
individual income tax in effect in the calendar year in which a calculation
under this subsection 7-5 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.


 


SECTION 8

MISCELLANEOUS


 


8-1.                             RULES.  The Committee
may establish such rules and regulations as it may consider necessary or
desirable for the effective and efficient administration of the Plan.


 


8-2.                             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.


 


8-3.                             RIGHTS OF PARTICIPANTS.  Employment rights of participants with Hospira 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 Hospira 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 Accounts established pursuant to subsection 7-1 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
Committee which is within its sole and uncontrolled discretion, shall be
conclusive and binding upon all persons whomsoever.


 


8-4.                             GENDER.  For purposes of
the Plan, words in the masculine gender shall include the feminine and neuter
genders, the singular shall include the plural and the plural shall include the
singular.


 


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8-5.                             MANNER OF ACTION BY COMMITTEE.  A majority of the members of the Committee
qualified to act on any particular question may act by meeting or by writing
signed without meeting, and may execute any instrument or document required or
delegate to one of its members authority to sign.  The Committee from time to time may delegate the performance of
certain ministerial functions in connection with the Plan, such as the keeping
of records, to such person or persons as the Committee may select.  Except as otherwise expressly provided in
the Plan, the costs of administration of the Plan will be paid by Hospira.  Any notice required to be given to, or any
document required to be filed with the Committee, will be properly given or
filed if mailed or delivered in writing to the Secretary of Hospira.


 


8-6.                             RELIANCE UPON ADVICE.  The Board of Directors and the Committee may rely upon any
information or advice furnished to it by any Officer of Hospira or by Hospira’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.


 


SECTION 9

AMENDMENT, TERMINATION AND CHANGE OF

CONDITIONS RELATING TO PAYMENTS


 


The Plan will be
effective from its effective date until December 31, 2004.  The Board of Directors reserves the right to
amend the Plan from time to time and to terminate the Plan at any time.  No such amendment or any termination of the
Plan shall reduce any fixed or contingent obligations which shall have arisen
under the Plan prior to the date of such amendment or termination.


 


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TABLE OF CONTENTS


 


	
  SECTION 1

  	
  INTRODUCTION

  	
   

  
	
  1-1.

  	
  HISTORY AND PURPOSE

  	
   

  
	
  1-2.

  	
  EFFECTIVE DATE
  AND AUTOMATIC TERMINATION

  	
   

  
	
  1-3.

  	
  ADMINISTRATION

  	
   

  
	
  SECTION 2

  	
  ELIGIBILITY AND PARTICIPATION

  	
   

  
	
  2-1.

  	
  PERSONS ELIGIBLE TO
  PARTICIPATE

  	
   

  
	
  2-2.

  	
  PARTICIPANT

  	
   

  
	
  SECTION 3

  	
  EMPLOYEE CONTRIBUTIONS

  	
   

  
	
  3-1.

  	
  ALLOWABLE CONTRIBUTIONS

  	
   

  
	
  3-2.

  	
  COMPENSATION

  	
   

  
	
  3-3.

  	
  MAXIMUM EMPLOYEE
  CONTRIBUTIONS

  	
   

  
	
  SECTION 4

  	
  EMPLOYER CONTRIBUTIONS

  	
   

  
	
  SECTION 5

  	
  ELECTIONS

  	
   

  
	
  5-1.

  	
  ELECTIONS PROCEDURES

  	
   

  
	
  5-2.

  	
  LIMITED
  CHANGES

  	
   

  
	
  SECTION 6

  	
  FUNDING EMPLOYER AND EMPLOYEE CONTRIBUTIONS

  	
   

  
	
  SECTION 7

  	
  ACCOUNTING

  	
   

  
	
  7-1.

  	
  SEPARATE
  ACCOUNTS

  	
   

  
	
  7-2.

  	
  DESIGNATION OF BENEFICIARIES

  	
   

  
	
  7-3.

  	
  NON-ASSIGNABILITY
  AND FACILITY OF PAYMENT

  	
   

  
	
  7-4.

  	
  PAYER OF
  AMOUNTS ALLOCATED TO PARTICIPANTS

  	
   

  
	
  7-5.

  	
  MANNER
  OF PAYMENT

  	
   

  
	
  SECTION 8

  	
  MISCELLANEOUS

  	
   

  
	
  8-1.

  	
  RULES

  	
   

  
	
  8-2.

  	
  TAXES

  	
   

  
	
  8-3.

  	
  RIGHTS OF PARTICIPANTS

  	
   

  
	
  8-4.

  	
  GENDER

  	
   

  
	
  8-5.

  	
  MANNER OF ACTION BY
  COMMITTEE

  	
   

  
	
  8-5.

  	
  RELIANCE
  UPON ADVICE

  	
   

  



 


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  SECTION 9

  	
  AMENDMENT, TERMINATION AND CHANGE OF
  CONDITIONS RELATING TO PAYMENTS

  	
   

  



 


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