Exhibit 10.2


 


ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN


 


(As amended thru the 19th Amendment


effective December 9, 2005)


 





















 


ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN


 


Section 1


INTRODUCTION


 


1-1.          On September 9, 1977, December 14, 1979 and February 10,
1984 the Board of Directors of Abbott Laboratories (“Abbott”) adopted certain
resolutions providing for payment of (i) pension benefits calculated under
the Abbott Laboratories Annuity Retirement Plan (“Annuity Plan”) in excess of
those which may be paid under that plan under the limits imposed by Section 415
of the U.S. Internal Revenue Code, as amended, and the Employee Retirement
Income Security Act (“ERISA”) and (ii) the additional pension benefits
that would be payable under the Annuity Plan if deferred awards under the
Abbott Laboratories Management Incentive Plan were included in “final earnings”
as defined in the Annuity Plan.


 


The purpose of this ABBOTT LABORATORIES SUPPLEMENTAL
PENSION PLAN (the “Supplemental Plan”) is to clarify, restate and supersede the
prior resolutions.


 


1-2.          The Supplemental Plan shall apply to employees of Abbott and its
subsidiaries and affiliates existing as of the date of adoption of the
Supplemental Plan or thereafter created or acquired.  (Abbott and each of such subsidiaries and
affiliates are hereinafter referred to as an “employer” and collectively as the
“employers”).


 


1-3.          All benefits provided under the Supplemental Plan shall be provided
from the general assets of the employers and not from any trust fund or other
designated asset.  All participants in
the Supplemental Plan shall be general creditors of the employers with no
priority over other creditors.


 


1-4.          The Supplemental Plan shall be administered by the Abbott Laboratories
Employee Benefit Board of Review appointed and acting under the Annuity Plan (“Board
of Review”).  Except as stated below, the
Board of Review shall perform all powers and duties with respect to the
Supplemental Plan, including the power to direct payment of benefits, allocate
costs among employers, adopt amendments and determine questions of
interpretation.  The Board of Directors
of Abbott (the “Board of Directors”) shall have the sole authority to terminate
the Supplemental Plan.


 


Section 2


ERISA ANNUITY PLAN SUPPLEMENTAL BENEFIT


 


2-1.          The benefits described in this Section 2 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension
under that plan, on or after September 9, 1977.


 


2-2.          Each Annuity Plan participant whose retirement or vested pension under
that plan would otherwise be limited by Section 415, Internal Revenue
Code, shall receive a supplemental pension under this Supplemental Plan in an
amount, which, when added to his or her Annuity Plan pension, will equal the
amount the participant would be entitled to under the Annuity Plan 


 


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as
in effect from time to time, based on the particular option selected by the
participant, without regard to the limitations imposed by Section 415, Internal
Revenue Code.


 


Section 3


1986 TAX REFORM ACT SUPPLEMENTAL BENEFIT


 


3-1.          The benefits described in this Section 3 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension
under that plan, after December 31, 1988.


 


3-2.          Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:


 


(a)           The supplemental pension shall be the
difference, if any, between:


 


i.      the monthly benefit payable under the Annuity
Plan plus any supplement provided by Section 2; and


 


ii.     the monthly benefit which would have been
payable under the Annuity Plan (without regard to the limits imposed by Section 415,
Internal Revenue Code) if the participant’s “final earnings”, as defined in the
Annuity Plan, had included compensation in excess of the limits imposed by Section 401(a)(17),
Internal Revenue Code, and any “pre-tax contributions” made by the participant
under the Abbott Laboratories Supplemental 401(k) Plan.


 


Section 4


DEFERRED COMPENSATION PLAN ANNUITY PLAN SUPPLEMENTAL BENEFIT


 


4-1.          The benefits described in this Section 4 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested
pension, under that plan, on or after January 1, 2002 and who made a
Deferral Election under the Abbott Laboratories Deferred Compensation Plan (the
“Deferred Compensation Plan”) with respect to any calendar month during the one
hundred twenty consecutive calendar months immediately preceding retirement or
termination of employment.


 


4-2.          Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:


 


(a)           The supplemental pension shall be the
difference, if any, between:


 


i.      the monthly
benefit payable under the Annuity Plan plus any supplement provided by Section 2
and Section 3; and


 


ii.     the monthly
benefit which would have been payable under the Annuity Plan (without regard to
the limits imposed by Section 415, Internal Revenue Code) if the
participant’s “base earnings”, as defined in the 


 


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Annuity
Plan, included deferrals made under the Deferred Compensation Plan and any
compensation in excess of the limits imposed by Section 401(a)(17), Internal
Revenue Code.


 


Section 5


DEFERRED MIP ANNUITY PLAN SUPPLEMENTAL BENEFIT


 


5-1.          The benefits described in this Section 5 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested
pension, under that plan, on or after December 14, 1979 and who were
awarded Management Incentive Plan awards for any calendar year during the ten
consecutive calendar years ending with the year of retirement or termination of
employment.


 


5-2.          Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:


 


(a)           The supplemental pension shall be the
difference, if any, between:


 


i.      the monthly benefit payable under the Annuity
Plan plus any supplement provided by Section 2, Section 3, and Section 4;
and


 


ii.     the monthly benefit which would have been
payable under the Annuity Plan (without regard to the limits imposed by Section 415,
Internal Revenue Code) if the participant’s “final earnings”, as defined in the
Annuity Plan, were one-sixtieth of the sum of:


 


1.     the participant’s total “basic earnings”
(excluding any payments under the Management Incentive Plan or any Division
Incentive Plan) received in the sixty consecutive calendar months for which his
basic earnings (excluding any payments under the Management Incentive Plan or
any Division Incentive Plan) were highest within the last one hundred twenty
consecutive calendar months immediately preceding his retirement or termination
of employment; and


 


2.     the amount of the participant’s total awards
under the Management Incentive Plan and any Division Incentive Plan (whether
paid immediately or deferred) made for the five consecutive calendar years
during the ten consecutive calendar years ending with the year of retirement or
termination for which such amount is the greatest and (for participants granted
Management Incentive Plan awards for less than five consecutive calendar years
during such ten year period) which include all Management Incentive Plan awards
granted for consecutive calendar years within such ten year period.


 


(b)           That portion of any Management Incentive Plan
award which the Compensation Committee has determined shall be excluded from
the 


 


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participant’s
“basic earnings” shall be excluded from the calculation of “final earnings” for
purposes of this Section 5-2.  “Final
earnings” for purposes of this subsection 5-2 shall include any
compensation in excess of the limits imposed by Section 401(a)(17),
Internal Revenue Code.


 


(c)           In the event the period described in subsection 5-2(a)(ii)(B) is
the final five calendar years of employment and a Management Incentive Plan
award is made to the participant subsequent to retirement for the participant’s
final calendar year of employment, the supplemental pension shall be adjusted
by adding such new award and subtracting a portion of the earliest Management
Incentive Plan award included in the calculation, from the amount determined
under subsection 5-2(a)(ii)(B).  The
portion subtracted shall be equal to that portion of the participant’s final
calendar year of employment during which the participant was employed by
Abbott.  If such adjustment results in a
greater supplemental pension, the greater pension shall be paid beginning the
first month following the date of such new award.


 


Section 6


CORPORATE OFFICER ANNUITY PLAN SUPPLEMENTAL BENEFIT


 


6-1.          The benefits described in this Section 6 shall apply to all
participants in the Annuity Plan who are corporate officers of Abbott as of September 30,
1993 or who become corporate officers thereafter, and who retire, or terminate
with a vested pension under that plan on or after September 30, 1993.  The term “corporate officer” for purposes of
this Supplemental Plan shall mean an individual elected an officer of Abbott by
its Board of Directors (or designated as such for purposes of this Section 6
by the Compensation Committee of the Board of Directors of Abbott), but shall
not include assistant officers.


 


6-2.          Subject to the limitations and adjustments described below, each
participant described in subsection 6-1 shall receive a monthly
supplemental pension under this Supplemental Plan commencing on the participant’s
normal retirement date under the Annuity Plan and payable as a life annuity,
equal to 6/10 of 1 percent (.006) of the participant’s final earnings (as
determined under subsection 5-2) for each of the first twenty years of the
participant’s benefit service (as defined in the Annuity Plan) occurring after
the participant’s attainment of age 35.


 


6-3.          In no event shall the sum of (a) the participant’s aggregate
percentage of final earnings calculated under subsection 6-2 and (b) of
the participant’s aggregate percentage of final earnings calculated under subsection 5-1(b)(i) of
the Annuity Plan, exceed the maximum aggregate percentage of final earnings
allowed under subsection 5-1(b)(i) of the Annuity Plan (without
regard to any limits imposed by the Internal Revenue Code), as in effect on the
date of the participant’s retirement or termination.  In the event the limitation described in this
subsection 6-3 would be exceeded for any participant, the participant’s
aggregate percentage calculated under subsection 6-2 shall be reduced
until the limit is not exceeded.


 


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6-4.          Benefit service occurring between the date a participant ceases to be a
corporate officer of Abbott and the date the participant again becomes a
corporate officer of Abbott shall be disregarded in calculating the participant’s
aggregate percentage under subsection 6-2.


 


6-5.          Any supplemental pension otherwise due a participant under this Section 6
shall be reduced by the amount (if any) by which:


 


(a)           the sum of (i) the benefits due such
participant under the Annuity Plan and this Supplemental Plan, plus (ii) the
actuarially equivalent value of the employer-paid portion of all benefits due
such participant under the primary retirement plans of all non-Abbott employers
of such participant; exceeds


 


(b)           the maximum benefit that would be due under
the Annuity Plan (without regard to the limits imposed by Section 415,
Internal Revenue Code) based on the participant’s final earnings (as determined
under subsection 5-2), if the participant had accrued the maximum benefit
service recognized by the Annuity Plan.


 


The
term “primary retirement plan” shall mean any pension benefit plan as defined
in ERISA, whether or not qualified under the Internal Revenue Code, which is
determined by the Board of Review to be the primary pension plan of its
sponsoring employer.  The term “non-Abbott
employer” shall mean any employer other than Abbott or a subsidiary or
affiliate of Abbott.  A retirement plan
maintained by an employer prior to such employer’s acquisition by Abbott shall
be deemed a retirement plan maintained by a non-Abbott employer for purposes of
this subsection 6-5.


 


6-6.          Any supplemental pension due a participant under this Section 6
shall be actuarially adjusted as provided in the Annuity Plan to reflect the
pension form selected by the participant and the participant’s age at
commencement of the pension, and shall be paid as provided in subsection 7-2.


 


Section 7


CORPORATE OFFICER ANNUITY PLAN


SUPPLEMENTAL EARLY RETIREMENT BENEFIT


 


7-1.          The benefits described in this Section 7 shall apply to all
persons described in subsection 6-1.


 


7-2.          The supplemental pension due under Sections 2, 3, 4, 5 and 6 to each
participant described in subsection 7-1 shall be reduced as provided in
subsections 5-3 and 5-6 of the Annuity Plan for each month by which its
commencement date precedes the last day of the month in which the participant
will attain age 60.  No reduction will be
made for the period between the last day of the months the participant will attain
age 60 and age 62.


 


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7-3.          Each participant described in subsection 7-1 shall receive a
monthly supplemental pension under this Supplemental Plan equal to any
reduction made in such participant’s Annuity Plan pension under subsections 5-3
or 5-6 of the Annuity Plan for the period between the last day of the months
the participant will attain age 60 and age 62.


 


Section 8


MISCELLANEOUS


 


8-1.          For purposes of this Supplemental Plan, the term “Management Incentive
Plan” shall mean the Abbott Laboratories 1971 Management Incentive Plan, the
Abbott Laboratories 1981 Management Incentive Plan and all successor plans to
those plans.


 


8-2.          The supplemental pension described in Sections 2, 3, 4, 5, 6 and 7
shall be paid to the participant or his or her beneficiary based on the
particular pension option elected by the participant, in the same manner, at
the same time, for the same period and on the same terms and conditions as the
pension payable to the participant or his beneficiary under the Annuity Plan.  In the event a participant is paid his or her
pension under the Annuity Plan in a lump sum, any supplemental pension due
under Sections 2, 3, 4, 5, 6 or 7 shall likewise be paid in a lump sum.  Notwithstanding the foregoing provision of
this subsection 8-2: (a) if the present value of the vested
supplemental pensions described in Sections 2, 3, 4, 5, 6 and 7 of a
participant who is actively employed by Abbott as a corporate officer exceeds
$100,000, then payment of such pensions shall be made to the participant under Section 9
below; and (b) if the monthly vested supplemental pensions, expressed as a
straight life annuity, due a participant or his or her beneficiary under
Sections 2, 3, 4, 5, 6 and 7 do not exceed an aggregate of One Hundred Fifty
Dollars ($150.00) as of the commencement date of the pension payable such
participant or his or her beneficiary under the Annuity Plan, and payment of
such supplemental pension has not previously been made under Section 9,
the present value of such supplemental pensions shall be paid such participant
or beneficiary in a lump-sum.


 


8-3.          Notwithstanding any other provisions of this Supplemental Plan, if
employment of any participant with Abbott and its subsidiaries and affiliates
should terminate for any reason within five (5) years after the date of a
Change in Control:


 


(a)           The present value of any supplemental pension
due the participant under Section 2 (whether or not then payable) shall be
paid to the participant in a lump sum within thirty (30) days following such
termination; and


 


(b)           The present value of any supplemental pension
due the participant under Sections 3, 4 or 5 (whether or not then payable)
shall be paid to the participant in a lump sum within thirty (30) days
following such termination.


 


The
supplemental pension described in paragraph (a) shall be computed using as
the applicable limit under Section 415, Internal Revenue Code, such limit
as is in effect on the termination date and based on the assumption that the
participant will receive his or her Annuity Plan pension in the form of a
straight life annuity with no ancillary benefits.  The present values of the supplemental
pensions described in paragraphs (a) and (b) shall be computed as of
the date of 


 


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payment
by using an interest rate equal to the Pension Benefit Guaranty Corporation
interest rate applicable to an immediate annuity, as in effect on the date of
payment.


 


8-4.          For purposes of subsection 8-3, 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 of Directors 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 of Directors 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 of Directors 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 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 


 


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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 this Supplemental Plan: “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 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.


 


8-5.          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 this
paragraph (a) shall cease to exist upon the expiration or other
termination of all such agreements.


 


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(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 of Directors 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 of
Directors 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 of Directors 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.


 


8-6.          The provisions of subsections 8-3, 8-4, 8-5 and this subsection 8-6
may not be amended or deleted, nor superseded by any other provision of this
Supplemental Plan, (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.


 


8-7.          All benefits due under this Supplemental Plan shall be paid by Abbott
and Abbott shall be reimbursed for such payments by the employee’s
employer.  In the event the employee is
employed by more than one employer, each employer shall reimburse Abbott in
proportion to the period of time the employee was employed by such employer, as
determined by the Board of Review in its sole discretion.


 


8-8.          The benefits under the Supplemental Plan are not in any way subject to
the debts or other obligations of the persons entitled to benefits and may not
be voluntarily or involuntarily sold, transferred or assigned.


 


8-9.          Nothing contained in this Supplemental Plan shall confer on any
employee the right to be retained in the employ of Abbott or any of its
subsidiaries or affiliates.


 


8-10.        Upon adoption of this Supplemental Plan, the prior resolutions shall be
deemed rescinded.


 


Section 9


ALTERNATE PAYMENT OF SUPPLEMENTAL PENSIONS


 


9-1.          If, as of December 31, 1995 or any subsequent December 31,
the present value of the supplemental pension described in Sections 2, 3, 4, 5,
6 and 7 of a participant, who is actively 


 


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employed
by Abbott as a corporate officer, exceeds $100,000, then payment of such
present value shall be made, at the direction of the participant, by either of
the following methods: (a) current payment in cash directly to the
participant, or (b) current payment of a portion of such present value
(determined as of that December 31) in cash for the participant directly
to a Grantor Trust established by the participant, and current payment of the
balance of such present value 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 attributable to the
amount paid pursuant to this subparagraph 9-1(b) (as determined pursuant
to the tax rates set forth in subsection 9-14).


 


9-2.          If the present value of a participant’s supplemental pension has been
paid to the participant (including amounts paid to the participant’s Grantor
Trust) pursuant to subsection 9-1 (either as in effect prior to June 1,
1996 that applied to any participant with a supplemental pension with a present
value in excess of $100,000 or as currently in effect that requires the
participant to have a supplemental pension with a present value in excess of
$100,000 and to be a corporate officer), then as of each subsequent December 31,
such participant shall be entitled to a payment in an amount equal to: (i) the
present value (as of that December 31) of the participant’s supplemental
pension described in Sections 2, 3, 4, 5, 6 and 7 less (ii) the current
value (as of that December 31) of the payments previously made to the
participant under subsections 9-1 and 9-2. 
Payments under this subsection 9-2 shall be made, at the direction
of the participant, by either of the following methods: (a) current
payment in cash directly to the participant, or (b) current payment of a
portion of such amount in cash for the participant directly to the Grantor
Trust established by the participant; and current payment of the balance of
such amount 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 attributable to the amount paid pursuant to this
subparagraph 9-2(b) (as determined pursuant to the tax rates set forth in
subsection 9-14).  No payments shall
be made under this subsection 9-2 as of any December 31 after the
calendar year in which the participant retires or otherwise terminates
employment with Abbott.


 


9-3.          Present values for the purposes of subsections 9-1, 9-2, 9-4 and 9-5
shall be determined using reasonable actuarial assumptions specified for this
purpose by Abbott and consistently applied. 
The “current value” of the payments previously made to a participant
under subsections 9-1 and 9-2 means the aggregate amount of such payments, with
interest thereon (at the rate specified for this purpose by Abbott).  For purposes of subsections 9-4 and 9-5, “Projected
Taxes” with respect to any payment of supplemental pension benefits under
subsections 9-1 or 9-2, shall mean the taxes which Abbott projects will be
incurred by the participant on the income earned (i) on the payment (net
of taxes) that is made pursuant to subsections 9-1 or 9-2, (ii) on the
corresponding payment(s) for Projected Taxes that are made pursuant to subsection 9-4
and, if applicable, 9-5 and (iii) on the accumulated income earned on any
of the payments covered by parts (i) and (ii) hereof, during the life
of such participant’s Grantor Trust (or during the period that such Grantor
Trust would have been in existence if the participant had elected to receive
all of the payments under subsections 9-1 and 9-2 in cash).  In calculating such Projected Taxes, Abbott
shall use the aggregate of the current federal, state and local tax rates
specified by subsection 9-14.


 


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9-4.          Effective as of December 31, 1995, or any subsequent December 31,
as a result of any payment made to a Qualified Participant for any calendar
year pursuant to subsection 9-1 or 9-2, Abbott shall also make a
corresponding payment to such Qualified Participant in the amount of the
present value of the Projected Taxes.  A “Qualified
Participant” is either (i) a participant who as of December 31, 1995
was actively employed by Abbott and who had previously received, or as of such
date was qualified to receive, a payment under subsection 9-1; or (ii) a
participant who as of any subsequent December 31 qualifies to receive a
payment pursuant to subsection 9-1. 
The payment for Projected Taxes under this subsection 9-4 shall be
made to the Qualified Participant in the identical manner that the payment
under subsection 9-1 or 9-2 was made. 
For example, (a) if the Qualified Participant elected to receive
the payment under subsection 9-1 directly in cash, then Abbott shall also
pay the present value of the Projected Taxes on such payment in cash directly
to the Qualified Participant, and (b) if the Qualified Participant elected
to receive the payment under subsection 9-1 into a Grantor Trust
established by the Qualified Participant, then Abbott shall pay the present
value of the Projected Taxes on such payment as follows: current payment of a
portion of such present value (determined as of that December 31) in cash
for such Qualified Participant directly to a Grantor Trust established by such
participant, and current payment of the balance of such present value in cash
directly to such Qualified Participant, provided that the payment made directly
to such participant shall approximate the aggregate federal, state and local
individual income taxes attributable to the amount paid pursuant to this
subparagraph 9-4(b) (as determined pursuant to the tax rates set forth in
subsection 9-14).  No payments shall
be made under this subsection 9-4 as of any December 31 after the
calendar year in which the participant retires or otherwise terminates
employment with Abbott.


 


9-5.          In the event that Abbott has made any payment for projected Taxes under
subsection 9-4 in cash directly to the Qualified Participant and there is
a subsequent increase in the tax rates for such Qualified Participant, Abbott
shall make a further cash payment to such Qualified Participant in the amount
of (a) the present value of the Projected Taxes on the payments that were
made under subsections 9-1 and 9-2 in cash directly to such Qualified
Participant using the actual tax rates for previous years and the new tax rates
(determined in accordance with subsection 9-14) for the current and
subsequent years, less (b) the amount that would have been in the Qualified
Participant’s Tax Payment Account with respect to the payments made under
subsections 9-1 and 9-2 in cash directly to the Participant, if such payments
had instead been made to the Qualified Participant’s Grantor Trust.  Such amount shall be paid by Abbott directly
to the Qualified Participant in cash.  In
the event that Abbott has made any payment for Projected Taxes under subsection 9-4
to the Qualified Participant’s Grantor Trust, then Abbott shall as of December 31
of each year, make a further payment to the Qualified Participant in the amount
of (a) the present value (as of that December 31) of the Projected
Taxes on the payments that were made under subsections 9-1 and 9-2 into the
Qualified Participant’s Grantor Trust less (b) the balance of such
Qualified Participant’s Tax Payment Account (as described in subsection 9-8).  Such payment shall be paid by Abbott as
follows: the current payment of a portion of such amount in cash directly to
the Qualified Participant’s Grantor Trust and the current payment of the
balance of such amount in cash directly to such Qualified Participant;
provided, that the payments made directly to such Qualified Participant shall
approximate the aggregate federal, state and local individual income taxes
attributable to the amount paid pursuant to this subsection 9-5.  No payments shall be made under this subsection 9-5
for any year following the 


 


12





















 


participant’s
death.  In the event that the calculation
required by this subsection 9-5 for a Grantor Trust demonstrates that
there has been an overpayment of projected taxes, such overpayment shall be
held within the Grantor Trust in an Excess Tax Account and may be used by
Abbott as a credit against any payments due hereunder or as specified in subsection 9-12.


 


9-6.          For each Qualified Participant whose Grantor Trust has received a
payment pursuant to subsection 9-4, Abbott, as the administrator of such
Grantor Trust, shall direct the trustee to distribute to the participant from
the income of such Grantor Trust, a sum of money sufficient to pay the taxes on
trust earnings for such year.  The taxes
shall be calculated by multiplying the income of the Grantor Trust by the
aggregate of the federal, state, and local tax rates (determined in accordance
with subsection 9-14).


 


9-7.          A participant shall be deemed to have irrevocably waived and shall be
foreclosed from any right to receive any supplemental pension benefits on that
portion of the supplemental pension that the participant elects to be paid in
cash under subsection 9-1 or 9-2.  A
participant, who has elected to receive a payment under subsection 9-1 or 9-2
to a Grantor Trust, must establish such trust in a form which Abbott determines
to be substantially similar to the trust attached to this Supplemental Plan as Exhibit A.  If a participant fails to make an election
under subsection 9-1 or 9-2, or if a participant makes an election under
subsection 9-1 or 9-2 to receive payment in a Grantor Trust but fails to
establish a Grantor Trust, then payment shall be made in cash directly to the
participant.  Each payment required under
subsections 9-1, 9-2, 9-4 and 9-5 shall be made as soon as practicable after
the amount thereof can be ascertained by Abbott, but in no event later than the
last day of the calendar year following the December 31 as of which such
payment becomes due.


 


9-8.          Abbott will establish and maintain a separate Supplemental Pension
Account in the name of each participant, a separate After-Tax Supplemental
Pension Account in the name of each participant, and a separate Tax Payment
Account in the name of each participant. 
The Supplemental Pension Account shall reflect any amounts:  (i) paid to a participant (including
amounts paid to a participant’s Grantor Trust) pursuant to subsections 9-1 and 9-2;
(ii) credited to such Account pursuant to subsection 9-9; and (iii) disbursed
to a participant for supplemental pension benefits (or which would have been
disbursed to a participant if the participant had not elected to receive a cash
disbursement pursuant to subsections 9-1 and 9-2).  The After-Tax Supplemental Pension Account
shall also reflect such amounts but shall be maintained on an after-tax
basis.  The Tax Payment Account shall
reflect any amounts (i) paid to a Qualified Participant (net of taxes)
pursuant to subsections 9-4 and 9-5 and (ii) disbursed to a participant
for the payment of taxes pursuant to subsection 9-6.  The accounts established pursuant to this subsection 9-8
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.


 


9-9.          As of the end of each calendar year, a participant’s Supplemental
Pension Account shall be credited with interest calculated at a reasonable rate
of interest specified for this purpose by Abbott and consistently applied.  Any amount so credited shall be referred to
as a participant’s “Interest Accrual”. 
The calculation of the Interest Accrual shall be based on the balance of
the payments made pursuant to subsections 9-1 and 9-2 and any Interest Accrual
thereon from previous years.  As of the
end of each calendar year a participant’s After-Tax 


 


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Supplemental
Pension Account shall be credited with interest which shall be referred to as
the After-Tax Interest Accrual.  The “After-Tax
Interest Accrual” shall be an amount equal to (a) the Interest Accrual
credit to the participant’s Supplemental Pension Account for such year less (b) the
product of (i) the amount of such Interest Accrual multiplied by (ii) the
aggregate of the federal, state and local income tax rates (determined in
accordance with subsection 9-14). 
The Excess Interest Account shall be the cumulative amount, if any, by
which the net income earned by the Grantor Trust on the payments made pursuant
to Sections 9-1, 9-2, 9-4, 9-5 and 9-10 (and interest earned thereon) for all
years that the Grantor Trust has been in existence exceeds the After-Tax
Interest Accrual for such years.


 


9-10.        In addition to any payment made to a participant for any calendar year
pursuant to subsections 9-1, 9-2, 9-4 and 9-5, Abbott shall also make a payment
to a participant’s Grantor Trust (a “Guaranteed Rate Payment”), for any year in
which the net income of such trust does not equal or exceed the participant’s
After-Tax Interest Accrual for that year. 
The Guaranteed Rate Payment shall equal the difference between the
participant’s After-Tax Interest Accrual and such net income of the participant’s
Grantor Trust for the year, and shall be paid within 180 days of the end of
that year.  Any funds in a participant’s
Excess Interest Account may be used by Abbott as a credit against any
Guaranteed Rate Payment due to the participant under this subsection 9-10
or as specified in subsection 9-12. 
No payments shall be made under this subsection 9-10 for any year
following the year of the participant’s death.


 


9-11.        If at any time after a participant’s retirement or other termination of
employment with Abbott, there is no longer a balance in his or her Grantor
Trust, then such participant (or his or her surviving spouse if such spouse is
entitled to periodic payments from the Grantor Trust) shall be entitled to a “Continuation
Payment” under this subsection 9-11. 
The amount of the Continuation Payment shall be equal to the amount of
the supplemental pension that would have been payable to the participant (or
surviving spouse) had no payments been made to or for the participant’s Grantor
Trust under subsections 9-1 and 9-2. 
Continuation Payments shall be made monthly, beginning with the month in
which there is no longer a sufficient balance in the participant’s Grantor
Trust and ending with the month of the participant’s (or surviving spouse’s)
death.  Payments under this subsection 9-11
shall be made by the employers (in such proportions as Abbott shall designate)
directly from their general corporate assets. 
Appropriate adjustments to the Continuation Payments shall be made in
the event distributions have been made from a participant’s Grantor Trust for
reasons other than benefit payments to the participant or surviving spouse.


 


9-12.        To the extent that Abbott is obligated to make a payment to a
participant under subsections 9-1, 9-2, 9-4, 9-5 or 9-10, Abbott shall have the
right to offset such payment with any funds in the participant’s Excess
Interest Account or Excess Tax Account. 
In addition, any funds in a participant’s Excess Tax Account may be used
by Abbott as a credit against any future Guaranteed Rate Payment due to the
participant under subsection 9-10.


 


9-13.        For participants who are not Qualified Participants that received any
payment pursuant to subsection 9-4, in addition to the payments provided
under subsections 9-1 and 9-2, each participant shall also be entitled to a Tax
Gross Up payment for each year there is a balance in his or her Supplemental
Pension Account.  The “Tax Gross Up”
shall approximate:  (a) the 


 


14





















 


product
of (i) the participant’s After-Tax Interest Accrual for the year
(calculated using the greater of the rate of return of the Grantor Trusts or
the rate specified in subsection 9-9), multiplied by (ii) the
aggregate of the federal, state and local tax rates (determined in accordance
with subsection 9-14) plus (b) an amount equal to the product of (i) any
payment made pursuant to this subsection 9-13, multiplied by (ii) the
aggregate tax rate determined under subparagraph 9-13(a)(ii) above, such
that the participant is fully compensated for taxes on payments made
hereunder.  Payment of the Tax Gross Up
shall be made by the employers (in such proportions as Abbott shall designate)
directly from their general corporate assets. 
The Tax Gross Up for a year shall be paid to the participant as soon as
practicable after the amount of the Tax Gross Up can be ascertained by Abbott,
but in no event later than the last day of the calendar year following the
calendar year to which the Tax Gross Up relates.  No payments shall be made under this subsection 9-13
for any year following the year of the participant’s death.


 


9-14.        For purposes of this Supplemental Plan, a 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
Supplemental Plan 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 in the calendar year for
which such a calculation is to be made, net of any federal tax benefits.


 


9-15.        Notwithstanding anything contained in the Supplemental Plan to the
contrary, effective as of January 1, 2005, (a) with respect to each
participant who is actively employed by Abbott as a corporate officer, the
Grantor Trust funding threshold of $100,000 referenced in subsections 8-2, 9-1
and 9-2 of the Plan shall no longer be applied or have any force or effect and (b) the
Grantor Trusts established by the participants under the Supplemental Plan
shall be funded in accordance with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended.


 


9-16.        Notwithstanding anything contained in the Supplemental Plan to the
contrary, pursuant to Q&A-20 of Internal Revenue Service Notice 2005-1 (the
“Notice”), Abbott shall cause the present value of accrued benefits under the
Supplemental Plan for the periods ended on or prior to December 31, 2005
for each participant who has made a Grantor Trust election under Section 9-1,
to the extent not previously paid to a Grantor Trust established by the
participant, to be deposited in such Grantor Trust on or prior to December 31,
2005.  Such payment is intended to result
in a partial termination of participation in the Supplemental Plan as permitted
by the Notice.  Each participant who has
established a Grantor Trust and who receives such payment shall include the
full amount of such payment to the Grantor Trust in the participant’s income in
2005.


 


15





















 


SUPPLEMENTAL BENEFIT


GRANTOR TRUST


 


THIS
AGREEMENT, made this                 day
of                                   ,       ,
by and between                                                            ,
(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 Abbott Laboratories Supplemental Pension
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 “                                                              Supplemental
Benefit 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.         Supplemental Pension Account.  The
administrator shall maintain a “supplemental pension account” under the
trust.  As of the end of each calendar
year, the administrator shall charge the account with all distributions made
from the account during that year; and credit the account with its share of
trust income and realized gains and charge the account with its share of trust
expenses and realized losses for the year.


 


II-2.         Distributions Prior to the Grantor’s Death. 
Principal and accumulated income 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 trust fund for that year, with the balance
of such income to be accumulated in the trust. 
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 supplemental pension
account to the grantor, if then living, in the same manner, at the same time
and over the same period as the pension payable to the grantor under Abbott
Laboratories Annuity Retirement Plan.


 


II-3.         Distributions 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 upon the grantor’s death.  The grantor may direct that such amounts be
distributed in a lump sum or, if the beneficiary is the grantor’s spouse (or a
trust [a “Trust”] for which the grantor’s spouse is the sole income
beneficiary), in the same manner, at the same time and over the same period as
the pension payable to the grantor’s surviving spouse under the Abbott
Laboratories Annuity Retirement Plan.  If
the grantor directs the same method of distribution as the pension payable to
the surviving spouse under the Abbott Laboratories Annuity Retirement Plan 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 the same method of distribution as the pension payable to
the surviving spouse under the Abbott Laboratories Annuity Retirement Plan 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-3 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.”


 


2





















 


II-4.         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-5.         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.


 


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 invest and reinvest 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 and in any mutual funds, common trust
funds or collective investment funds which invest solely in such obligations,
provided that to the extent practicable no more than Ten Thousand Dollars
($10,000) shall be invested in such mutual funds, common trust funds or
collective investment funds at any time; 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, in amounts not in excess of those reasonably necessary to make
distributions from the trust.


 


(d)           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.


 


(e)           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.


 


3





















 


(f)            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.


 


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


 


(h)           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.


 


(i)            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.


 


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


 


(k)           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.


 


(l)            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.


 


(m)          Upon the prior written consent of the
administrator, 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.


 


(n)           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.


 


4





















 


(o)           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.


 


(p)           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.


 


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.        Disagreements 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 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; the
trustee shall not be liable for any distribution made in good


 


5





















 


faith
without written notice or knowledge that the distribution is not proper under
the terms of this agreement; and the trustee shall not be liable for any action
taken because of the specific direction of the administrator.


 


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.


 


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 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.


 


6





















 


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.


 


*     *     *


 


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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